Beast Wars: Unsung
by Santoryuu
Summary: After the Beast Wars ended, everyone left planet Earth, right? But what about all of the pods that went undiscovered during the series? This is their story.
1. Activation

_**A/N: Have we given up on our Yu-Gi-Oh fics? Not at all! Hikari had this idea and we decided to run with it. Can't guarantee how often updates will come, especially starting again soon, but this should be fun.**_

_**Also, we own nothing of the Transformer's franchise other than our original characters. The rest belongs to Hasbro and Mainframe Entertainment.**_

_Three million years ago, when the Earth was still young, mankind was beginning to awaken, coming into their place in the world. Unbeknown to the fledging human race, however, they were far from the first sentient beings to come to their planet._

_Lying under their feet for one-million years was a spacecraft, on board which were countless giant robots known as Autobots and Decepticons from the planet Cybertron. The two factions had been at war for some time, leading to the Autobots attempting to find resources to restock their depleted world. An ambush from the Decepticons, however, led to both groups crashing upon Earth and shutting down. In time, they would awaken to fight what would become known as the Great War._

_Before that day could come to pass though, another Cybertronian drama would find its way to our small planet. The descendents of the two factions, known as the Maximals and the Predacons, from far in the future would find their way to Earth thanks to a hole in space-time and the dreams of a young conqueror. The leader of the Predacons, Megatron the second, attempted all methods he could to succeed where his predecessor had failed._

_The Maximals, who were mere victims of circumstance in this conflict, were forced to release several pods containing their allies into orbit in order to save them. Overtime, these pods came to the surface of the planet, and were fought over for the ownership of the robot within._

_In addition, during this conflict, the spark of a warrior from the time of the Great War, which had found its way through the gap in time to this new conflict managed to temporarily posses the body of a Predacon soldier. The ancient warrior was quickly exorcized from his host, setting his spark adrift once more._

_Meanwhile, the war came to its end, both sides returning to their own world with ten warriors recovered from the pods._

_But, you may ask, what of the others?_

**Beast Wars:**

**Unsung**

**Chapter one**

**Activation**

"I'LL BE BACK! EVEN IF IT TAKES A THOUSAND YEARS, I'LL BE REVENGED ON YOU ALL!"

Starscream's voice echoed throughout space as his immortal spark drifted away from the planet below.

How could things have gone so wrong for him? He, who had once been the charismatic, influential air commander of the Decepticon battle fleet during the Great War, being forced from the body of some miniature insecticon that he had been lucky enough to possess after Galvitron blasted him to bits?

"It's unthinkable, criminal even!" Starscream yelled from within the depths of his own spark as he helplessly watched the blue planet spin into the cold reaches of space behind him. "I was destined for greatness, and now look at me!"

Starscream's spark floated in place for a moment before slowly, almost sadly floating off in the opposite direction of Earth.

What could have gone wrong…" he moaned to himself. "Well, first off…I should never have taken my eyes off that conniving little spider-witch back there! Ooh…If I never see her again it will be too soon! Then there's that idiotic leader of theirs…"

Starscream's pace seemed to have quickened as he continued to think of everyone, other than himself, who was to blame for his latest predicament.

"Maybe I should make a list…Nah, how long could this take?" Starscream wondered.

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1.5 MILLION YEARS LATER…

"Okay…did I already name Thundercraker?" Starscream wondered, his seemingly endless journey through space continuing. "Damn it, I should have made a list!

Time, while it had little meaning to one who was immortal, proved one thing of Starscream. He did have a finite supply of patience. Being a disembodied spark, and therefore incapable of shutting down to recharge, refuel, or do other such activities to make the time pass, Starscream was approaching his wits end.

"This is insane…I'm going insane!" He realized. "I can't even tell how long I've been floating out here! Endless planets and stars and moons and…"

Starscream stopped in his vapor trail. It had felt like someone had just called his name off in the distance. Spinning around, the exiled Transformer was shocked to see a small, blue speck off in the distance, growing larger with each passing moment as it orbited around a yellow star.

A new sensation surrounded Starscream, as though something were gently pushing him toward this speck. He took off toward it, slowly beginning to realize what he was looking at.

"I don't believe it, it's Earth…Again," He said to himself as he drew closer to the spot. "Only one moon I can see from here though, no debris. There were two moons when I was in the bug's body though…So that must mean the second moon was lost sometime between then and the Great War. I wonder what happened to it."

Starscream was much closer now, and the voice calling his name seemed louder than ever, and somehow familiar. What was more, it was coming from the planet that he was starting to draw close too.

"Could it be? Is there a body down there that I can use?" Starscream asked himself as he allowed the gravity of Earth to grab and pull him in. "Well, only one way to find out!

Pushing his hovering form downward toward the surface, Starscream was never more relieved that his current 'body' was nothing more than a mass of electrons and therefore had little to worry from friction with the air. The planet's surface filled his vision as the sky turned from black to blue behind him. Leveling off, he flew, keeping a weather on the ground far below for signs of life.

"No civilizations, no technology that I can see. This is clearly long before I would have woken up here to fight the Autobots." He said. "But I can't fight this feeling that there's something down here for me."

Fields passed below him, slowly giving way to a vast forest just being touched by the rising sun. Up ahead, a mountain rose majestically at the far edge of the woods, the tree line reaching about halfway up. It was to this area where the trees ended that Starscream could fell himself being pulled.

"Alright, alright, I'm coming!" He shouted.

The trees passed by quickly enough (no wind resistance to slow him down left Starscream moving very quickly). As he skipped over the grey stone something glinted in the rising sun. Drawing closer to it, Starscream was shocked to find what looked almost like a steel coffin, a small window up near the top, sticking out of the stony ground with only the back half of it submerged under the rock.

"A stasis pod! I'm saved! This was the greatest psychotic episode that I've ever had…And the only one come to think of it," Starscream cheered as he flew circles around the pod.

It never came to his attention that the word 'AXILON 21' was engraved in Cybertronian characters into the metal that he was flying over. Wasting no time Starscream entered the stasis pod, his vision immediately blacking out. He felt his consciousness connect with the protoform robot inside the pod.

"Perfect. No other spark in here, no previous programming. It's a blank, things are finally going my way." Starscream realized as a beeping noise confirmed the pod still functioned. "Now all I need to do is copy the basic programming keys I remember from Waspinator and…"

A mechanical voice filled the pod as it began to light up inside.

"Beginning activation programming," The pod's computer stated.

"Well, here goes something!" Starscream thought, the voice stalling as the lights flickered while he forcefully began to access the computer.

"Maximal programming cannot be accessed, Scanning for nearby related signals," The voice declared.

"Come on you piece of scrap…" Starscream willed, pushing as much energy as he could into his efforts.

"New programming accepted scanning for compatible life-forms"

From the pod emerged a small orb at the top, which began to rotate around, releasing a green curtain of light that swept over the nearby area. Starscream was almost beside himself with joy as he watched multiple images begin to pass before his vision, each one a different creature the scanner was picking up.

"Compatible life-form found, beginning replication," The computer announced, locking an image into place in front of Starscream.

"That? Well…It has wings, at least." Starscream thought as he stared at the fossil that was in front of him.

The lights inside the pod flared brighter, the protoform body shifting and reshaping its framework as it accepted the new form.

Just as Starscream was starting to get impatient he heard the door unlock.

"Replication complete you may emerge," the pod confirmed.

As Starscream stepped out of the pod into the grey light of early morning, he examined his new body. Standing about as tall as a human he seemed to be a hybrid of both lizard and bird. He had a reptilian face, hands, and feet, All covered in blue-black scales. His arms were covered in whitish grey feathers except for the flight feathers which seemed to be rusty reddish-brown in hue, this color covered most of his body except for his head, neck, and tail these were covered by feathers of an ashy-cobalt. A faint memory in his data tracks suggested he was in the form of an archaeopteryx albeit much larger than usual.

Despite finally inhabiting a body after so long, however, something on the rogue transformer's new face suggested disappointment.

"Hmmm, not exactly what I pictured. I just wish I had something more…awe inspiring," Starscream let out a chirping whine as he pictured his old jet body.

Suddenly a small green wasp with a yellow and black abdomen buzzed past his vision. It paused for a moment in front of his eyes before buzzing off down the side of the mountain. Starscream immediately stopped whining and shuddered as a flood of memories came rushing back to him.

"On second thought, there could be inferior bodies," He admitted. "Better check and see what the situation is here…"

It barely took a thought for Starscream to access his new body's built in radio transmitter. A hiss of static entered his head as he scanned through the channels, looking for any sign of intelligent life. Much to his shock and disappointment, however, nothing but white noise came in over any of the frequencies.

Trying to put together what this new discovery could mean, Starscream was jolted from his thoughts as the voice of his internal computer rang in.

"Warning energon readings are far beyond known parameters. It is advised to stay in beast mode until further notice," the machine stated.

Starscream paused at this, the situation was getting intriguing now. He was slowly starting to draw a picture of what must have come to pass since his last visit.

"Well, it seems Megatron didn't win … the planet would be stripped of energon if he had. But if he had been destroyed, then the Maximals wouldn't have left any pods behind, even blanks," he pondered about this, his forehead wrinkled in thought. "The Maximals must have left with Megatron intending to come back but didn't for some reason. It so simple, so obvious, so perfect!"

Starscream paused, an evil grin crossing his face.

"I'd better take to the air, See if I can find any more pods. If I do I can reprogram them, loyal to me, gather the rest of this planets energon, and lead them on a conquest of Cybertron!" He cried to the heavens.

Despite this declaration of absolute evil, the sky above remained stoic and uninterested. Starscream paused for thought, rubbing his head.

"But first, maybe I should get over this bad habit of talking to myself," He reasoned.

After saying this Starscream ran to the edge of a nearby cliff and jumped, spreading his wings as he did. The air caught underneath his feathers, allowing him to glide off in search of stasis pods.

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Far across the plains from where Starscream had awoken, sat a rocky, mountainous area covered with scrubby plantlife. Time and nature had worn away at the face of these structures, pitting it with caves and tunnels connecting them. Animals of all kind had taken up residence in these natural structures, and competition would often have one species 'evict' the other.

Such was the fate that had befallen a huge beast covered with shaggy, brown fur. At almost twenty-feet tall, the giant ground sloth had become the victim of a pair of cave lions. About ten-feet in length from nose to tail, the pair of predators were now dragging their fresh kill into their new cave.

As they approached the back of their new home, the two animals noticed several rocks that had slid down from the walls. Rolling them with their paws, they began piling the stones over their meal to save it for later. As they did, however, the shifting of the rocks caused a larger pile to tumble down, forcing the beast away.

Both lions stopped where they stood and stared in curiosity at the strange capsule, labeled Axilon 17, that the rock slide had revealed. Lights began to flicker on on the surface of the pod, and both creatures moved closer to this strange phenomenon.

Inside the pod lay another proto-form robot, dead to the world outside his resting place. Within its mind, however, the robot was slowly becoming self aware once more.

"_Where am I?"_ Wondered the protoform.

He was silenced as a glowing pair of purple eyes appeared in the forefront of his vision.

"_Leos…Awaken!"_ ordered a calm, booming voice inside his head.

The two cave lions drew away from their new find as the lights on it flared brighter.

"Maximal programming accepted, scanning for compatible life-forms," the machine announced.

Both lions hissed at the noise and light that the scanners emitted, sweeping over both of them. The pod continued to glow as the scanner faded.

"Compatible life-form found, beginning replication," The pod said, unfazed by the two lions as they drew closer.

There was a loud clicking as the door unfastened.

"Replication complete you may emerge," came the voice one last time.

Out of the pod padded a large cave lion a good five inches taller at the shoulder than its counterpart. His fur was a glossy flaxen with faint darker rosettes sprinkled across the body, while around his neck was a ruff of slightly longer auburn fur.

The new lion looked around, and opened its mouth as thought to say something, but was cut short.

The other two lions were growling at him, furious that this newcomer had invaded their cave. One of them lunged forward, claws bared, intent on protecting its new home. Narrowing his amber eyes the new lion dodged the attack and bolted for the mouth of the cave, his paws pounding across the rocky soil as he fled from his angered landlords. The lion continued following the ridge in which the cave was set, sweeping his head back and forth as he tried to take in his surroundings.

He didn't stop to rest until he had left the mountains far behind. He stopped at the edge of a field of tall grass, a confused look on his face. Tilting his head to one side, the lion could here a hiss of static inside his head.

"Am I the only one online?" he wondered allowed, listening intently with his radio receptor.

Despite finding no clear communication on any channel, he could still hear a small voice, like the one that had urged him from his pod.

"All right," he decided, turning off the communicator and cutting the static. "No choice, I'll need to do some reconnaissance to find out what's going on."

"Warning!" his internal system suddenly cautioned "Energon readings exceed safe parameters; protocol suggests staying in beast mode as best course of action."

The lion blinked slowly before nodding his head, "And apparently I must be cautious"

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While the new lion-bot had been waking up, Starscream had been dealing with issues of his own.

His search for more pods had proven highly fruitful. As he swooped down from the mountain, occasionally flapping his wings for extra lift, he had spotted an extraordinary sight as he cleared the forest. Sitting at the edge of the woods, near the banks of the river that separated it from the plains, he had spotted the glint of metal that indicated something out of place. After a semi-rough landing on his new legs, he had begun digging up the metal that he had spotted.

Now, by sheer luck it would seem, he stood over not one, but two stasis pods. Both in good condition, with only a few scratches and dents due to the passage of time. There ID labels were still visible: Axilon 6 and Axilon 14.

"You have to appreciate good craftsmanship," Starscream smirked to himself as he tended to the pods. "Now if I'm right, it should be easy enough to reprogram the protoforms inside."

Starscream set to work on the first pod, a small keyboard emerging from the side of it as he ran his talons underneath it. Although his taloned hands were clumsy for typing, it was clear that shifting to robot form and risking energon overload would be a rather poor ending for his story.

"Predacon programming accepted," beeped the pod.

"Well, that was easy," Starscream smiled.

"No suitable life forms detected within range. Scan can not be performed at this time," warned the machine.

Starscream let out a frustrated squawking noise as he banged one hand against the device.

"You little…We're right next to a forest for Primus's sake!" He protested.

Leaning in closer to the machine and then running to look at the other, he noticed that the head ends of the metal caskets both had large gouges around them. The scanners in these portions were heavily damaged, and Starscream ground the small teeth in his beak together.

"Slag…these scanners won't pick up anything up unless it's right on top them!" He lamented. "Something must have attacked them or something…But that hardly matters now. Looks like I've got some hunting to do."

Pausing for a moment, Starscream quickly reprogrammed the second of the pods. Offering himself a little smile at his handy work as he heard the confirmation message again, he headed into the woods.

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"_Ottobot…Awaken!"_ A hushed voice ordered as the purple-eyed glare appeared in another pod, this one far to the East of Starscream's current position.

"_Ugh…Five more cycles…"_ The robot inside thought.

"Replication complete you may emerge," A voice suddenly declared.

"Say wha…AHH!" Screamed the robot as the pod suddenly opened, and he felt himself fall out into a pool of cold water.

Sinking under the surface, the newly awakened transformer flailed and twisted his body about in shock as he tried to get escape the cold grip of the water. To his surprise, he found himself beginning to rise upward, and froze for moment.

As he did, he noticed six sleek shapes swimming circles around him. They stopped, and paddled in place, revealing a family of long, thin otters, looking at the sunken bot in front of them. Looking up to the surface, the robot began paddling as fast as he could, rising to the top quickly and finding himself breathing in fresh air under the morning sun.

"Hey, I should wake up like that every day!" He smiled, noticing how refreshed he now felt.

Looking around, he saw that he had landed in a small lake, not too far from the bank. His pod was half submerged in the water, set into the steeper edge of the lake. The robot watched as one of the otters climbed out of the water onto the top of his pod (labeled Axilon 11), then jumped off and landed with a small splash.

Making his way to a gentler slope on the bank, the robot climbed out of the water, then ran around to the steeper edge where his pod sat. He looked down into the lake, his reflection in the water distorted by the frolicking animals with it.

"Yo, everybody. Out of the pool," He ordered.

To his surprise, the otters all looked up at him, then made they way to the same bank he had climbed out on and ran out of the water. The six otters scampered around to where the transformer stood, and began to sniff around in the grass and playful wrestle one another. Looking at his reflection, and then back at the otters, gave the robot a better idea of his own appearance. Compared to the real animals this maximal was a deeper chocolate color and quite a bit bigger. He had small ears, a long lithe body, and webbed feet for swimming.

"Oh great I'm cute, of all the possible animals and I have to be cute!" He cried out, staring down out his webbed paws with some disappointment.

Hearing a splash, he looked back up to see that the otters were back to using his pod as a spring board. He studied the movements of the small animals as they gleefully splashed around the lake, before reaching up near his ear for a moment. The hiss of static he heard was not taken as a good sign, nor was the fact that every channel he could access had the same results.

"I'm alone? Well ain't that a piece of cold slag!" He complained, stopping to take some deep breaths. "Okay, okay, logic says the senior officers of the mission will come looking for me, right?"

The question was directed as much to himself as to the otter that had come up next to him. The otter didn't seem to be listening as it jumped back on top of the pod, and then into the water again, as though inviting the bigger otter to play.

"Attention energon levels are exceedingly high in immediate area, it is advisory to remain in beast mode until further notice." informed his internal computer.

"And if I don't?" The maximal asked a little frustrated. "The look is slick and all but I'd rather be me, ya know? Plus I drink the stuff… how bad can it be?"

"Excessive exposure to levels of this magnitude will result in circuitry damage, memory loss, stasis lock, and permanent loss of spark. These scenarios are not advisable," the computer answered the question bluntly.

"Yeah, well…Who asked you?" Replied the bot, grumpily.

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Roughly an hour had passed since Starscream had left behind the two pods he had been working on. They had sat, undisturbed by the edge of the forest, their useless scanners occasionally attempting to activate only for the safety programs to shut them down as a few sparks flew from the devices.

Starscream suddenly reemerged from the woods, panting and stumbling as he fell to the ground between his prizes. His feathers were ruffled and unkempt, showing evidence of several…Less than graceful landings.

From his recollection of his previous time as a Predacon, the preferred choices for beast form were insect or reptilian creatures. Therefore, he had set out into the forest framing the clearing in search of such specimens. Finding and catching these animals however proved easier said than done. The last hour had produced nothing except for several comical chases, many minor bruises and a strong dislike of trees.

"Stupid…Little…Why do they gotta be so hard to catch?" Starscream wondered as he pulled himself up.

Starscream leaned back against one of the pods panting and cursing. Then, as if the universe itself were mocking him, a small anole crawled onto the pod to sun itself not a foot away from him. Starscream paid no attention to the creature, to flustered from his recent experience to even turn around until the pod began to beep.

"Genetic code accepted. Replicating," The container announced.

Starscream turned around right then and there, and stared at the tiny reptile that was happily lazing in the warm sunbeam.

"You stupid little…" Starscream began to growl, lifting one wing to swipe at the lizard.

He stopped himself, and began cursing under his breath again.

"_Dang pod probably still needs this thing to finish the replication cycle,"_ He realized. _"Still, that's one down."_

Turning back toward the forest, Starscream stopped as yet another hint of his ill-fortune fluttered up to him. A moth with dazzling green wings landed gently on the tip of his beak, spreading its wings to display a pair of purple splotches shaped like eyes. Starscream rolled his own optics up to the sky before carefully reaching up and closing his hands around the insect. Moving quickly, he set it down on the other pod, which sounded a repeat of the confirmation message that had played from the first one.

As he sat down he noticed the first pod seemed to be taking its time with the programming. He sighed in relief as he leaned back against a tree to watch the two technological marvels continue their work.

"Replication complete, you may emerge." Sounded the second of the pods as the moth flew away.

"Well, that was easy," Starscream commented as the top of the pod lifted away.

Four wings of emerald with veins of jade uncurled, each wing was about three feet long and had a large amethyst and black eye spot, the bottom two even had swallow like tails on the end. A slender white insect leg stretched from the pod and out climbed a white moth with amethyst eyes, a gigantic version of the insect that the pod had scanned.

"Well, this is impressive," Starscream commented as the newly revived Predacon began to look over its body.

"Where…Am I?" Asked the insect in a distinctly feminine voice.

"Well my dear…" Starscream began.

"Replication complete, you may emerge," The first pod interrupted.

"Uh, hold that thought," Starscream instructed as the door of the pod flung itself open, sending the frightened anole flying into the forest. Both Predacons watched as the pod out scurried a giant anole, four feet from nose to tail. He was a vibrant neon green with patches of dark beige and, as he crawled in to the mostly brown grass, this scheme reversed itself and dulled to match the background. One eye focused on each of the other two creatures before him, a curious look on its face.

"Well, this is something new to wake up to," Commented the lizard. "Just who would you two be?"

"I'd be more than happy to explain," Starscream said as turned to his new subordinates. "But first, I believe introductions are in order. Name and rank, please."

Both lizard and bug looked at one another and, seeing no reason to remain silent, nodded to each other.

"I am coding and translation specialist for the mission, you can call me…Hmm," The lizard started, looking over his new body. "This new form demands a fitting name. Call me, Quickchange."

"Chief medical officer," The moth said, with a sweep of her colorful wings. "My name, is Medmoth. Now, who are you that revived us?"

"Me?" Starscream asked. "You don't remember me?"

Both of the Transformers shook their heads, as much as a lizard and an insect can shake their heads at any rate.

"_Perfect,"_ Starscream thought with a grin.

"I suppose with the crash that it can't be helped," Starscream said as he began to strut back and forth in front of the two.

"Crash?" Quickchange asked.

"I don't remember any crash…" Medmoth muttered.

"That's because you fine members of the Predacon crew were ejected at the last minute, along with a few other personnel, for your own protection from the Maximal attackers," Starscream informed them. "We were sent here to harvest energon, with dreams of reviving our former glory on Cybertron! But the Maximals saw fit to shoot us down as we entered the planet's orbit, separating us from the higher commanders and…Yes, Quickchange?"

The lizard, who had raised one scaly claw, now lowered the limb with a skeptical look in his eyes.

"Yes, how do we know that what you say is true?" Quickchange asked. "And even it is, how do we know the rest of the Predacons aren't looking for us?"

Starscream withheld the urge to grind his teeth together, realizing that his story might be less believable than he originally thought.

"Why don't you try checking the radio frequencies?" He suggested, regaining composure quickly. "As you can see, there is no one else on-line."

Quickchange and Medmoth both began to focus, streaming through channels of static. With no response anywhere, Quickchange frowned, but nodded to Starscream.

"Very well, so we were the only survivors, you're saying?" Quickchange asked.

"There are probably other pods out there, waiting for us to rescue them," Starscream explained. "Unfortunately, it's more than likely that some Maximal pods are also on this planet, deployed to destroy us Predacons."

"Well, that is troubling," Medmoth interjected.

"Don't worry, I have my ways of dealing with Maximals," Starscream went on. "For now though, our first priority is to scout the area for any signs of Maximal hunters, or material we can use for a base."

"And why should we obey you?" Quickchange asked, scowling at Starscream.

"Because as of the crash, I'm in charge," Starscream responded. "Allow me to present myself: Air commnder of the Predacon forces, Starscream!"

Starscream spread his wings, and made a slight bow. Quickchange rolled his eyes, while Medmoth fluttered her wings and began to hover over the ground.

"Just what proof do you have that we even work under you?" Quickchange asked.

"Skeptical aren't you?" Starscream grumbled. "Never the less, skepticism has its place. If you don't believe me, then why not just use the Predacon activation code to shift forms?"

"Very well, show us," Quickchange requested.

Starscream took a few steps back from the other two bots, and folded in his wings.

"_This Quickchange fellow might be troublesome later,"_ Starscream said to himself.

"Starscream…Terrorize!" He shouted.

With a whine and whir, Starscream's new body began to shift. The wings and face both folding away onto his back, and his legs changing shape. Medmoth and Quickchange watched with intense interest as their leader finished his transformation.

Where once a large, prehistoric bird stood, there was now a red robot with molted grey and blue feather patterns over his armor. A pair of metal wings extended from his back, and the face of his beast form was displayed on his chest. He reached down to his hip and swiftly unholstered a pair of plasma guns which he aimed into the air and fired off, sending steaks of red energy arching high over the forest.

"_New form, new weapons, new opportunity,"_ Starscream smiled. _"I do miss my Null Ray though."_

"Now then, why don't you two give it a shot?" Starscream offered.

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To the north of the trio of Predacons, a lone coyote sat, its eyes scanning over the tall grass as it searched for small prey. Thus far, the canine was having no luck in its hunt, and was about to move on when a voice from a nearby rock pile grabbed its attention.

"Scanning for suitable life forms…" The voice declared.

Curious, the coyote carefully prowled its way to the rocks and began to sniff around. It stopped as it came across another of the pods, this one marked Axilon 8. It lowered its head to sniff at the base of the pod, not noticing the green light that scanned over its body as it did so. The pod remained silent for a moment, before the voice chimed in again.

"Replication complete, you may emerge," The voice stated, causing the coyote to step back.

The animal didn't retreat far enough, though. The top of the pod sprang open, striking the poor canine right on top of its head. The coyote lay on the ground in a daze for a few seconds, before crawling back from the pod with a whimper. As it stood up, it was surprised to see a new form emerge from the pod.

Out of the pod leapt another coyote, about the same size as the wild one, her silky fur was a striking blend of ginger, cream, and toffee colors all shaded with smoky grays and black. She had intense azure eyes and a black arm-band on her front left leg. The first coyote wagged his tail, and drew closer to the female, giving her a curious sniff.

The female recoiled away from the curious stranger, a look of agitation on her face.

"Move along there buddy," She cautioned, waving one paw to shoo away the animal.

The wild coyote let out a yelp at the strange noises the other coyote had made, and quickly ran away. The newly awakened Maximal let out a sigh of relief as she began listening to the static playing in her head.

"Oh great, the radio is out…" She grumbled, before a hearing a musical series of beeps chime from the band around her leg. "Oh…more good news."

"Good morning!" The band greeted in a sing-song voice. "I hope that enjoyed your rest, and that you're ready to get back to work."

"I thought I broke your after dropping you down the stairs before we left," The coyote muttered to the band.

"Auto repairs completed some time ago. I am now 100 functional!" The armband replied, mistakening its master's frustration for relief. "Your personal field scanner is once again at your service."

"Joy…" Muttered the coyote, rolling her eyes. "Anychance you can pick up on any other Maximals around here?"

"Scanning…" Replied the device.

While it was silent as it performed the scan, the Maximal chuckled to herself as she remember the tiny machines trip down the stairs. She began to play back the memory file, laughing a bit with each memorized clunk down the steps, before she was jerked back to reality by an annoyingly chipper voice.

"I'm sorry, but I can't detect any Cybertronian signatures within100 meters," The scanner reported. "There's too much energon interference on this planet to get accurate readings beyond that. By the way, considering your lack of energon resistance, I'd recommend staying in this new beast form of yours. Extended exposure to this level of energon can cause…"

"Circuitry damage, memory loss, stasis lock, and permanent loss of spark." The maximal quoted from memory.

"Er…Right," The scanner confirmed. "The good news is, I've managed to detect a few life forms not very far from this location. Try heading to the South."

The coyote nodded, and began her trek in the indicated direction. All the time running through the radio channels in search of others.

------------------------------------------------------------------------

Back near the forest, Starscream smile as his two new comrades shifted back to their beast forms. Quickchange gave his new leader a reluctant nod, while Medmoth fluttered her wings in his direction.

"Anymore questions?" Starscream asked.

"I suppose not, Starscream," Quickchange sighed. "Your orders?"

"_Now this is more like it,"_ Starscream thought, clearing his throat.

"I suppose we should do some reconnaissance first. Quickchange, you go to the South East," Starscream ordered, pointing to the lizard. "Medmoth, head North East. If either one of you finds anything, shoot it first, then come and find me."

Both Predacons nodded, Medmoth flapping her wings and taking off toward the north. Quickchange scurried off on all fours into the taller grass, stopping for a brief instant to look back at Starscream before continuing on his way.

Starscream watched the two of them head off, and sat himself down next to the pods.

"Now then, once they've scouted out something we can use as a base I'll be in business," Starscream grinned. "Mining the energon from this planet will be like taking oil from a sparkling."

------------------------------------------

The coyote Maximal had been traveling for some time. Listening to static had gotten boring, and so she had attempted to find other ways to occupy her time. A search through her memory files, however, had come up with some rather distressing results. She cautioned a glance to her field scanner, wondering whether or not it would be worth asking.

"Something wrong?" The scanner asked. "You're being awful quiet."

"Scanner, I was wondering…" The coyote asked. "Why are some of my memory files missing? Does it have anything to do with the strange, purple lights I saw before waking up?"

"Well I can't account for any purple I'm afraid. As for your memories, It's possible that when the pod was ejected at mission start that a rough landing screw loose in your head," The band spoke, still obnoxiously cheerful. "I'd say the memory is probably temporary, you just need a chance to take it easy and reboot. After we find somewhere safe to switch out of beast mode, of course."

"Got it," The coyote nodded, somewhat relieved. "At least that'll be easy enough to fix."

She was about to try to radio someone again, when a distant sound caught her attention and her large ears turned toward it. She began a casual jog toward the sound and soon found the origin. It was a bunch of human children playing together. There were two boys and three little girls, all the children were wearing pelt tunics, had broad and honest faces framed by shaggy black hair. They were gathered around a large group of rocks and boulders, taking turns climbing up to the top of the pile and leaping back down.

The maximal settled down nearby, hiding herself in the grass, and began to observe the children. The scanner let out another musical beep, before its voice chimed in at a reduced volume.

"Well now, this is unexpected," the scanner stated.

"What's so interesting? They're just playing," The coyote whispered.

"It's not the activity, it's the creatures performing. My data banks recognize them as primitive humans, from the planet Earth," The scanner reported. "According the mission specs though, this particular sub-species has been extinct for millions of years."

The coyote stared from her band to the humans, who now seemed bored with the rock-climbing and were chasing one another around the field.

"Maybe you're the one with a loose screw. The mission didn't involve time travel or coming anywhere near Earth," She hissed. "Maybe I ought to open you up and take a look."

"_And remove the vocalizer while I'm at it,"_ She said to herself, before a loud hiss drew her attention.

Looking back toward the humans, the fembot noticed a snake laying in the grass between her and them. Somehow the serpent had avoided her detection, possibly due to the fact that it had been laying flat until just a moment ago. Now it was coiled, its head and tail raised as it shook its tail, releasing a threatening, rattling noise. The children did not hear this, and continued their game, drawing closer to the snake and the Maximal whose attention was on it.

"Hmm…Interesting. The biological response to a threat is to draw attention to itself?" The maximal swatted a stone in the snake's direction as she whispered this, and watched as it struck at the stone.

Eyes wide at the reaction time the reptile possessed, she also saw that the stone now had several drops of liquid on it where the fangs had struck. Checking to make sure the snake wasn't watching her, she looked back to her armband.

"Okay…Field scanner, do what you do best and analyze that stuff it put on the rock," The Maximal ordered.

Her armband beeped and a small section lit up, releasing a red light to scan the surface of the stone. The scanner beeped once more, before the light turned off.

"Well that's interesting. That substance seems to be a potent hemo-toxin. No hazard to robot mode, but I'm unable to determine effect upon beast mode." The scanner reported.

The Maximal looked toward the children as they drew closer, agitating the snake further.

"What would happen to those younglings if it bit them?" She asked.

"Probability of fatality is 78, probability of loosing a limb is 99.9." The scanner reported. "If I've estimated this planet's current level of medical correctly that is. I don't think I'm far off given what the younglings are wearing. I'd recommend staying back and observing to be sure."

"Slag that idea," She growled in response, jumping up to her feet. "Hey, stop!"

The children stopped, shocked by the sudden presence of a predatory canine in their midst. The girls drew back while one of the boys quickly grabbed a rock from the ground and threw it toward the Maximal. The rock didn't reach her but landed close enough to the snake for it to strike at the stone. The children looked from the snake to the Maximal and then ran away. The snake turned toward the fembot, hissing at the only remaining threat, only to watch as the coyote walked away. Pleased with itself, the serpent returned to a prone position in the grass.

"Hope those younglings make it home safely," worried the Maximal as she got back on the move.

"Hey there, we're supposed to be researching on this mission, not playing hero," warned the field scanner. "Now I made that suggestion so we could complete our mission."

"You made a suggestion, nothing said I had to follow it," The Maximal growled back. ---"And if you have anymore suggestions like that, you can keep them to yourself."

---------------------------------------------

Back at the lake, the otter/Maximal was sunning himself on the banks of the water, stretched out along a gentle slope of sand. The regular otters were still splashing and playing about in the water, oblivious to the world outside of their lake. The robot otter opened one eye to observe his new playmates, before chuckling to himself and getting back to his feet.

"Okay, okay, enough fun time," He said, thinking out loud. "About time I started scouting around for…something at least."

The transformer began to plod his way toward the grass surrounding the lake. The otters stopped playing and watched as their larger counterpart began to wander off. Suddenly, one of the playful creatures lifted its head up, as if in shock and made a strange hissing noise. The other otters all turned toward it, then dove underwater as quickly as they could.

Hearing the light splashes and the hiss, the robot turned back toward the lake, and stared at the now-empty water.

"Hey, where'd everybody go?" He wondered, walking back toward the water.

"Excuse me," A voice hissed from nearby.

The otter robot stood still, and then took a stumbling step backward as a huge lizard scurried out from the grass. The reptile's green coloring had hidden it amongst the plant life from the otter's optic sensors, but it now stood in stark contrast near the lake.

"I couldn't help but overhear what you were saying," The lizard said, slinking his way toward the otter. "Especially since, to the best of my knowledge, most of the animals on this planet are in capable of speaking Cybertronian."

"Oh…Heh, yeah," The robot nodded. "Man, am I glad to see you. I thought I was only Maximal on the planet…"

"Oh…You're a Maximal?" The lizard asked, his voice dripping with interest. "Well isn't that a pleasant surprise…"

"Yeah, so where are the others…" The otter started to ask.

He was cut off as the lizard suddenly charged forward, head butting him in the side and sending the poor mammal flying backward. The otter got up, a bruise forming over his ribs, staring at the lizard.

"What in the Inferno was that for?!" He shouted.

"I suppose I should clarify…Quickchange, terrorize!" The lizard responded.

With a whir of gears and pistons, the anole rose to his hind legs, which quickly twisted and reshaped their joints. The head fell forward, onto the chest, revealing his true, pale green robotic face with glowing green optics as his lizard skin retracted into layers on his back to reveal a similarly colored chest. His forelegs folded back and collapsed to his sides, allowing his robotic arms to come up from the shoulders, a pale green in color. The left arm quickly reached around his back and came back, his reptilian tail now covering his arm up to the elbow and crackling with green energy at the tip.

"A Pred, here?" The otter gasped, stumbling back.

"That's right, but don't fret any," Quickchange hissed. "I won't matter to you once you're a pile of scrap!"

A blast of sizzling green plasma fired from the tail weapon, striking the ground near the Maximal's feet. The otter scrambled away, dodging into the taller grass only to hear the stomping of robot feet and then feel a very solid grasp go around his neck.

The otter began to choke as his webbed paws were pulled from the ground in a stranglehold by Quickchange, who had a sadistic grin on his face as he pointed his weapon at the Maximal's stomach.

"Any last words, Maximal?" Quickchange taunted.

"Just…Two…" Choked out the otter, managing to draw a breath. "Ottobot…Maximize!"

"Uh oh…" Quickchange muttered.

The lizard gasped as his quarry suddenly slid from his grasp, landing on the ground and rolling in a somersault motion onto his hind paws. His tail and torso shortened, while his limbs lengthened. The forepaws reshaped into hands as Otto spun around toward his opponent, the otter head spitting in half and falling onto his shoulders like a pair of pads to reveal his steel-colored face with white and red markings. A white chevron stood out prominently on his forehead. The last of his furry torso retracted, revealing his white and red robot body, and his red hands swiftly unholstered a plasma pistol which he pointed at Quickchange.

"I'm unimpressed," Quickchanged hissed.

"Oh yeah, try this Pred-head!" Otto responded, squeezing a few shot from his weapon.

Quickchange laughed as he dove back into the grass, Otto's attack going wide. Otto's optics narrowed as he attempted to spot his foe, the green paintjob making him hard to discern from the grass. A light ripple to his left was all the warning he had before Quickchange lunged out and tackled the Maximal, sending both of them rolling back toward the water.

Otto clenched his jaw and managed to shove the Predacon off of him as they both tumbled into the lake. Feeling himself sinking back into the Ottobot quickly took a deep breath before he submerged…

"Beast mode!" He called out.

As Otto's furry body began to shift back, Quickchange suddenly pulled himself from the cold water, gasping and shuddering as he began to shift back to his lizard form.

"C-c-c-c-cold!" He shouted, running into the grass. "S-s-s-so…c-c-c-cold! C-c-c-c-curse you Maximal…"

Otto resurfaced, now fully otter again, and was surprised as the other otters surfaced with him.

"Well that's just perfect," He grumbled, wincing a bit as he felt his tender side.

"Excuse me," A deeper voice called out from the lakeside. "Are you alright?"

The otters dove again, and Otto turned toward the source of the new voice. A large cave lion stood near the bank, a look of worry in his eyes.

---------------------------------------------------------------------------

The coyote let out a frustrated sigh as she picked up more static over her radio.

"I don't see why you're still bothering with that," the field scanner admonished. "I'd pick up on any Cybertronian signatures in the area before you do."

The coyote sighed again and muttered darkly under breath as she picked a new station to monitor. As she did, she paused for a moment to look down from the small hill she had been climbing for some time now.

A human settlement of crudely fashioned dwellings sat nestled just beyond the base of the hill. Though it would have been faster to walk through the village, the Maximal had decided it was better to avoid the humans until she knew how well they took to wild canines appearing in their midst.

The Maximal began moving again, taking note from a distance of the human children that she had helped earlier running about the village. Suddenly, the field scanner let out a series of loud beeps and began to flash green.

"Woah there, I just picked up on a Cybertronian signal!" Shouted the armband.

The coyote scanned through her radio signals as fast as she could. She choked back a string of profanity a mile long as she realized her radio was still silent.

"Are you sure, there's nothing on the radio," the Maximal responded, hoping the scanner was malfunctioning.

"What did I say earlier?" Asked the smaller machine. "I can pick this stuff up sooner then you can, remember?"

"_Like you're gonna let me forget now,"_ the coyote-bot said to herself.

Her ears pricked up, the sound of exceptionally large wings flapping reaching them. Looking to the sky, her eyes went wide as she spotted a giant moth winging its way over the village right toward her.

"I somehow doubt bugs get that big on this planet," the coyote observed. "At least, I hope they don't."

"That's the one I picked up, looks like were weren't the only ones active after all," the arm band cheered.

In the village, the humans scattered back to their dwellings, hiding in there homes as the monstrous insect passed over them. The moth turned its segmented gaze toward the coyote's position, and let out an excited chittering noise as she began to circle overhead.

"Well, well, little Maximal, looks like I found you," The moth cooed as the coyote looked up at her.

"Hi there!" The coyote shouted up. "Hey, do you know what's going on here? Where are we, where are the others?"

"Hush now dearie, those little questions will all go away…Medmoth, terrorize!" Shouted the moth.

"Terrorize…Oh, slag…" The coyote fretted.

"I've got a feeling she's not on our side," fretted the arm band.

In the sky above, Medmoth's six legs retracted into her body and her moth head folded down to flatten against her chest like a chest plate. Her sky-blue arms and legs emerged from her insect torso, and she turned a graceful spin in midair her wings lowering slightly to cover her thorax which hung behind her like a thick tail.

A grin crossed the metallic black face of the Predacon as she pulled out a small gun roughly the size of her hand. She began launching off a volley of laser fire, sending the coyote scampering over the hill for safety.

"How did a Predacon get here?" Asked the field scanner.

"That's up there with 'How did we get here?'" Responded the Maximal. "Better try to get her to back off…"

"I'd recommend fighting back, and I think you might actually listen to that one given your previous behavior," The field scanner griped.

"Hey, not a bad idea, for once," grinned the coyote as she ran for the top of the hill and faced her aggressor. "Slyswift, maximize!"

The coyote shifted onto her hind paws as her legs twisted and swelled to reveal robotic limbs. Her forelegs followed suit, the paws expanding into hands as grey metal forced the fur back. The coyote head pulled back, forming a hood over her grey, robotic face, and a three strips of metal emerged to cover the lower half of it. Her tail swung around her right hip, clicking into place over a pistol, which she pull out and took aim with.

"Back off, or I open fire!" Slyswif warned.

All this earned her was a barrage of energy bolts shot in her general direction. Retreating several steps, Slyswift fired off two shots of her own, aiming at her shots toward Medmoth's wings. The first missed as the Predacon twirled out of the way, but the second grazed the edge of the fragile limb, throwing off Medmoth's balance.

"Good shot," congratulated the field scanner.

Medmoth glared down at her target, and began to take aim once more when Slyswift suddenly let out a cry of pain, blue bolts of energy arcing over her body.

"No…Not now…" She choked out. "Beast mode!"

In less than a second Slyswift had shifted back to coyote form, gasping for breath. Medmoth smiled as she raised her own weapon.

"Aww…Bad energon shielding?" She taunted.

"Any ideas?" Slyswift asked.

"Just one…RUN!" Shouted the field scanner.

Slyswift turned and took off as fast as her paws could move. Medmoth laughed as she transformed back to her moth form, flying after the fleeing Maximal.

--------------------------------------------------------------------------------

"Any particular reason you're riding on my back?" Asked the lion, turning his head to look up at the otter.

"Hey, you expect me to keep up with these short, stubby legs?" Ottobot asked, holding up his webbed paws. "Trust me, moving on land in this body ain't fun…Ah…Sorry, forgot your name again?"

"Just call me Leos, for now," answered the lion as he moved back to watching his path.

"Right, Leos. Did I mention how relieved I am that I'm not the only Maximal around?" Otto wondered, stretching out on the back of his ride.

"It may have come up a few times…" Leos answered. "So, what was that you were saying earlier about a Predacon attacking you?"

"Yeah, out of nowhere, I swear! Some big, honking lizard crawls outta the grass and starts acting all friendly like," Otto sighed, rubbing at his still-sore side. "He finds I'm a Maximal, and starts trying to scrap me!"

Otto let out a sigh as he shook his head, "What's the world coming to these days?"

Leos remained silent, the large cat strolling his way through the thick grass. He had been walking for quite a while already with the talkative otter on his back. It was understandable, somewhat, seeing as Otto had just been in a battle and would have difficulty keeping up with Leos due to his height, but the lion Maximal was now wondering when his passenger would feel up to walking for himself.

"So, where do you think we are? What happened? How'd we get here?" Otto fired off the questions rapidly, causing Leos to let out a sigh again.

"To answer in order: I don't know, couldn't tell you, and I wish I knew," Leos grumbled. "Though in all honesty, answering those questions should be our top priority."

"Shouldn't a senior officer be around to clear all this up?" Otto wondered.

"If you manage to find one then feel free to let me know…What in the Matrix is that?" Leos gasped, coming to a halt.

Otto's optics shone brighter as he and Leos stared at a most unusual phenomenon. A huge moth was fluttering just beyond the edge of a hill not far from them. Several rocks and sticks were being thrown from the grass toward the moth, which was doing its best to dodge the incoming attacks.

"Do bugs get that big on this planet?" Leos wondered aloud.

"I sure hope not…" Otto muttered, ducking down behind Leos' head. "Maybe we outta let the natives sort this one out?"

"Hold on, an insect that large could be one of us, and we're supposed to be researching anyway," Leos pointed out, bounding toward the moth, Otto clinging for dear life to his back. "We need to get a closer…Whoa!"

Leos stumbled forward as his front paws caught on something on the ground. Otto screamed as he was launched from his mount and crashed to the ground, letting out a groan.

"Ah slag…I miss having my own wheels…" Otto grumbled as he got up. "What'd you trip over?"

--------------------------------------------------------------------

Roughly five minutes before Otto and Leos arrived, the hill had been a very quiet and peaceful place. Nothing but grass and flowers springing up over its surface.

About a second later, Slyswift came charging over the hill, her tongue hanging out of her muzzle and her air compressor burning as it worked overdrive trying to keep her moving. Overhead, Medmoth was lazily winging her way overhead, and seemed considerably more well rested. This may have been due to a tailwind that she had been lucky enough to catch, or simply thanks to the fact that she had much fewer obstacles in the air than her prey did on the ground.

"Oh come on dearie, this won't hurt…much," the Predacon taunted from overhead.

Slyswift was too tired to try and come up with a witty reply, and her armband wasn't helping matters. It had fallen completely silent since giving the order to run, which Slyswift had been doing for longer than she thought she ever could have.

Reaching the crest of the hill, it was obvious the Maximal was at her limits. She stumbled as she reached the peak, and Medmoth noticed the break in the pace.

"Let's try this again! Medmoth, terrorize!" Shouted the moth, her body once more shifting to its sleek robotic form as she unhooked her weapon.

A rain of rapidly fired energy pulses came down toward Slyswift, who quickly began to zig-zag her way downhill. Her speed was decreasing with each movement, each shot hitting closer than the last. As she jumped away from a potentially devastating blow, she stumbled upon the landing and, with a moan, her momentum carried her into a tumble down the remainder of the hill.

As Slyswift came to a rest at the bottom, Medmoth grinned as she took aim with her weapon. The Maximal was lying senseless in place, completely helpless as the Predacon took careful aim…

Suddenly, something clanged against the side of Medmoth's head, causing her to jerk her arm to the side and sending the shot wide where it left a smoking patch of burnt grass. Medmoth scowled as she glared in the direction the attack had come from, and was surprised to see no less than six human standing on the ground nearby, wielding stones and carrying wooden spears.

"Why you little…" Medmoth snarled, raising her gun to the primitive humans.

As if signaled by the approaching threat, all six humans began to pitch stones and their spears followed by more stones toward the moth robot. Medmoth shouted in pain most of the attack were turned away by her metallic body while several struck the delicate joints of her arms and legs.

"Ow, ow, ouch, ow!" Medmoth shouted, switching back to beast mode, causing the humans to draw back in fright. "Back off you primitive little flesh bags!"

The giant moth began to lower herself over the humans, only for another barrage of stones and sticks to fly up toward her underside. Medmoth shouted in pain again as she tried to climb beyond throwing range only for the humans to begain aiming at her large wings, hampering her flight.

"You little…Wait till I…Oooooooh!" Medmoth growled.

A sudden crash from below drew her attention as well as the attention of her attackers. Both parties watched as a cave lion with a giant otter on his back tripped over Slyswift, sending the lion stumbling and the otter flying to the ground.

The otter got, grumbling under his breath, while the lion looked back as the canine he had almost flattened. He noticed the armband she wore over her front leg, and nodded as he turned to the humans.

"Alright, that's enough," Leos warned, stepping toward the frightened people. "Otto, you check on that canine there, I think it's one of us."

"You've got that right!" Shouted Slyswift's field scanner. "And watch out for that moth, she's…"

"You little big mouth!" Medmoth roared, shifting to robot form again and taking aim with her gun toward the small target. "I should vaporized you with the first shot…"

Ottobot quickly rose onto his hind legs and took a deep breath, only for Leos to beat him to the punch as the lion let out a low roar.

"Leos, maximize!" He shouted.

With a whir of gears that sent the humans running back over the hill, Leo's legs reversed at the joint and expanded, allowing him to shift to bipedal stance. His chest fur drew back, revealing red metal as his front legs collapsed down to the side to reveal his arms, red with white joints. The lion face shifted down to cover his chest, revealing his red and white streaked robotic face (with somewhat feline black markings near the mouth and nose). As his transformation reached its end the tail fully retracted itself into his body, and he swiftly drew a large plasma gun from his waist and pointed it into the air.

Otto stared in awe at the sight of Leos' robotic form, easily standing ten feet tall. Hearing a beep from behind him, he spun toward the collapsed Slysift as her armband spoke up again.

"Hey, you want maybe move your friend here away from the fight?" The field scanner asked. "Just so you know, she's suffered no major injuries…"

"You will if you don't shut up…" Slyswift groaned as she tried to get back up.

"Whoa there, you better stay down," Otto warned. "Don't worry, we're on your side here."

"Stand down ma'am," Leos warned, aiming his weapon over Medmoth's shoulder. "I don't want to use this."

Medmoth drew back slightly, before holstering her own gun and shifting back to beast form.

"Another day then, Maximals," Medmoth hissed. "I'll make sure to bring all my friends to play. You have to agree, three on one isn't fair…"

Taking to the sky once again, the moth swiftly flew off into the distance.

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Quickchange was sprawled out on his pod absorbing the afternoon sun to his sparks content, his beast mode seemed unable to keep a steady core temperature and after taking a dunking in the cold water earlier he was feeling positively sluggish. Quickchange would have just coiled up and taken a recharge, but his companion was annoying him to no end, and in his current state he couldn't muster up the motivation to say anything.

StarScream was too busy with his own matters to notice anything, his feathers were fluffed so he looked twice as thick as he normally did. He was rapidly pacing back and forth and whenever he changed direction he clawed angrily at the air with his wingtips. He had actually managed to make a slight groove in the soft ground of the bank from his constant movement. Looking up at the sun, the agitated robot let out a frustrated sigh.

"Where is she! Medmoth should have been back 3 mega cycles ago!" He complained, his pacing becoming even more agitated.

Quickchange just took a deep, sighing breath before he began drumming his claws on his stasis pod. This seemed to break Starscream's concentration as he now turned to glare at Quickchange.

"Forgive me Starscream, but don't you believe it is quite possible she is actually following your orders. I may have been outnumbered but…." Quickchange started to say.

He did not get any farther before something heavy suddenly plummeted from above and crashed onto the pod next to him. Quickchange let out a startled cry as he skittered away from his resting place and dashed behind Starscream, who sneered down at the sniveling lizard before looking over to the crashed Medmoth as she wearily lifted her wings.

"Lo- Lord Starscream," she gasped.

"_I have a bad feeling about this report…"_ Starscream thought.

----------------------------------------------------------------------------------

Far beyond the realm of mortal senses, a pair of purple eyes narrowed upon the small, blue marble floating through space. It focused in particular on two unlikely herds of animals, each one consisting of only three creatures. A light chuckle was heard as the eyes admired their handy work.

"_It's been far to quiet lately,"_ the owner of the eyes thought. _"Maximals, Predacons, it's about time I got a good show…"_

-----------------------------------------------------------------------------------

"So you ran into Maximals and you didn't destroy them?" Starscream shouted.

Medmoth cringed, but slowly nodded as Starscream began pacing again, aiming a kick at Quickchange as he passed by and missing as the lizard scuttled out of the way.

"_Great, two bad reports, at least three Maximals running around, and from the sound of things they've managed to regroup!"_ Starscream fumed in his head. _"Oooh…No wonder the first group of Maximal ejected these two into space, they're useless!"_

Starscream stopped his pacing and glared toward his subordinates. He ruffled his feathers some more before speaking once again.

"Okay, one Maximal is bad enough, and we've got three to put up with," Starscream instructed. "At the moment, the beast course of action is to find somewhere we can call a base."

"Agreed," Quickchange muttered as Medmoth began to flap her wings.

"Alright, let's get a move on. Oh, and Quickchange? Take those pods with us, we might need them for parts," Starscream ordered.

"What?" Quickchange asked in a startle voice.

Medmoth and Starscream were already taking to the air, and out of hearing range. The lizard began to grumble under his breath as he pulled one of the pods onto his back, grunting under the weight, and grabbed with his tail.

"_I did not sign on to this to be a transport bot…"_ Quickchange growled darkly as he began dragging the pods along.

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In the meantime, Leos and Ottobot were in beast mode, watching for danger while their new companion seemed dead to the waking world. Ever since Medmoth had flown off in a huff, Slyswift (as she had introduced herself before shutting down) had dropped into stasis. Ottobot and Leos had since been taking turns keeping watch, while waiting for the coyote to awaken.

"Internal repairs complete," The field scanner suddenly spoke up, breaking the monotonous silence that had fallen over the scene.

"It's about time," Otto chimed in, stretching as Leos walked away from his post.

SlySwift opened her eyes and lifted her head, looking around in confusion she turned back to her new companions. Leos stood over her, a gentle expression on his face.

"Can you walk?" He asked.

Slyswift nodded, and Otto scrambled onto his back once again.

"Good, we should get going," Leos advised.

Slyswift got to her feet as the lion set off, and she quickly fell into pace behind him.

"So, since we're moving, I'm guessing that psychotic Predacon isn't gone for good," she guessed as she walked

Leos just stared at her with an almost disbelieving look on his feline face.

"How do you know she was a Predacon?" he queried. "I thought you were off line when she…"

"It was pretty clear when she started shooting at me," Slyswift explained. "That, and I was awake when she said, at least for a cycle."

"Glad to see I'm the only one having Pred trouble today," Otto said.

Leos was looking between the other two, confusion etched on his face as he cleared his throat.

"I don't understand why the Predacons would just attack out of the blue like that," he stated. "We've had peace with them ever since we adopted the Pax Cybertronia…"

Leos was cut short as both of his companions let out a skeptical chuckle. Leveling a gaze at both of them, Otto and Slyswift both stopped laughing as they looked at their comrade's serious eyes.

"Where exactly did you come online?" they both asked in unison.

This merited another glare from Leos, which resulted in Otto taking a somewhat nervous step back. Slyswift cleared her throat, drawing the lion's attention to her.

"My memory of home may be a bit distorted. But I do remember it being quite a stretch for the term peace to cover the situation" she shook her head sadly.

"And I'm no Pred sympathizer, but the Pax Cybertronia treaty?" Otto chimed in with a sarcastic tone. "It ain't exactly fair if ya know what I mean. There's bout 300 stellar cycles of bad blood just sitting there biding its time."

Otto looked off into the distance as an insecure look crossed his face.

"Hey, wasn't this supposed to be an exploration mission? How did we end up involved in a fight?" his voice shook a little as he attempted to cover his anxiety, but his youth failed him in that regard.

Leos tilted his head as he thought, _"Hmm…Otto seems tough, yes, but very young. This is probably his first job out of academy training and he may have only been assigned to this particular mission because someone else on-board had a lot of similar experience_."

Slyswift gave Otto a sympathetic look as she looked up at him.

Noticing this, Leos found himself wondering, _"And this Slyswift…She can't be much older than Ottobot, but she acts much more mature. Her reaction to his anxiety probably has something to do with her job, a job that would require a lot of close interaction with other bots. Judging by the field scanner, she's more than likely a medic."_

Leos blinked, and shook his head as he realized how much he had gathered just from a few casual observations.

"_How did I know all that?" _ Leos asked himself. _"Why is it that I can't seem remember anything about what my purpose was on Cybertron?"_

Shaking the unsettling thoughts from his head, Leos focused on moving forward, noticing that Otto and Slyswift were averting some questioning gazes from him as he did so.

------------------------------------------------------------------

"That's…It…" Quickchange grunted, uncurling his tail from the second pod as the other two landed in front of him. "I'm not…Hauling these…Scrap piles another step…Without help!"

"And what do you propose we do? I can't fly if I carry something like that, and my mobility on the ground is greatly hampered," Starscream pointed out.

"What about Medmoth? She had six legs, she could carry one of these in her beast mode easily," Quickchange argued.

"Unfortunately this insectoid beast mode is ill equipped to handle heavy weights," Medmoth chimed in. "Otherwise I'd be…"

"Prove it," Quickchange interrupted.

"Excuse me?" Medmoth asked.

"Prove you can't carry it, and I'll stop complaining," Quickchange offered.

Sighing, the giant moth settled on top of the pod resting on the anole's back and began pumping her wings. All six limbs were hooked around the pod like a trio of claw lifts as she rose unsteadily into the air. Quickchange fired a smug grin at Starscream, then shrieked in pain as the pod fell back down and trapped him against the ground.

"Told you," Medmoth taunted as she landed on the ground again, shaking the soreness out of her wings.

"That was clearly intentional!" Quickchange gasped, rolling the pod off of his back as he got back to all fours.

"Then why don't _you_ prove it," Starscream suggested as he looked about.

His gaze locked onto something moving off down in the grass just a few yards away from the hill top the Predacons had stopped on. Starscream grinned as he turned to the other two.

"So…What did you two say the Maximal's were disguised as then?" He asked.

"Let me think," Medmoth muttered. "There was a large feline…Some sort of wild canine…Oh, and a rodent of kind, looked semi-aquatic."

"Yeah, the one I fought," Quickchange nodded.

"I thought you said you were outnumbered," Medmoth taunted. "Suddenly you only fought 'one' Maximal."

"Listen you…" Quickchange began.

He was cut off as Starscream grabbed hold of both him and Medmoth and pulled them over to the slope of the hill. He pointed down at the three figures, a smile on his beak.

"Oh, yeah, those are the ones," Medmoth affirmed as Starscream released both her and Quickchange.

"So, what exactly are you planning?" Quickchange wondered.

"We're gonna go welcome the new neighbors, of course," Starscream answered. "Predcaons, terrorize!"

"Music to my audio receptors," Quickchange grinned as he and Medmoth began to shift.

--------------------------------------------------------

Leos, Otto and Slyswift had just finished their discussion. Leos was currently trying to ignore the odd stares given to him by his compatriots, who seemed curious about his sudden 'zone out' a moment back.

"You sure that you're alright?" Slyswift asked.

"Trust me, if something was wrong with I'd be the first to let you know," the field scanner spoke up.

"Oh yeah, you survived the fight, didn't you?" Slyswift asked.

"You bet! Oh, by the way, you might be interested in…" the scanner began.

"No," Slyswift interrupted.

"But…" The arm band tried to say.

"I said shut it you little…" Slyswift caught herself as she noticed Leos and Otto were now staring at her. "Er…I mean…Go into power reserve mode, scanner."

"Okay, but you might tell that to the Predacons standing thirty clicks to the East," confirmed the band, before letting out a series of beeps and shutting off.

"Did it say Predacons?" Otto asked.

A barrage of laser fire answered that question as plasma bolts rained from all directions, striking the ground around the three Maximals. Otto hopped to the ground, standing on his hind legs while Leos looked up into the sky with worry etched over his features. Starscream hovered down into view, both his weapons trained on the Maximals as Medmoth approached from the right and Quickchange from behind.

"Well now, I was thinking we'd deal with you later but there's no time like the present, right?" Starscream grinned.

"Listen, we have not come here to fight you," Leos called up to the hovering threat.

"Aww, that's too bad," Starscream lamented. "That means this will be entirely too easy! Predacons, attack!"

"Maximals, maximize!" Leos ordered.

With a whir of gears and shifting parts, all three Maximals entered their robotic state and pulled loose their guns. Leos paused for a moment, fingering his firearm before taking aim.

"I didn't want it to come to this…" He muttered.

"Frankly, I don't think they're gonna give us a choice," Ottobot worried.

"Let's do this," Slyswift growled, charging her weapon.

_**A/N: Okay, that's it for the first chapter. What do you think? Please review, we'll be looking forward to it as we try to work on the next chapter between work on the Yu-Gi-Oh and Sonic fics we've got.**_


	2. Base

**A/N: We don't own Transformers or Beast Wars in any way other than our original characters.**

**Base**

The situation was dire indeed. In the midst of a grassy field which should have remained undisturbed by any conflict other than the natural struggles of the native fauna, three stranded Maximals now stood back to back in a triangular formation, poised to defend themselves from the incoming threat of three advancing Predacons.

Hovering through the use of the thruster pack he wore, Starscream couldn't suppress his grin as he took aim at the prey below him.

"Well Maximals, seems we have you right where we want you," The Predacon leader taunted.

"He's hardly got us outnumbered, we could probably fight our way out," Otto-bot whispered.

"We're not resorting to that unless it becomes our last option," Leos hissed back, lowering his own weapon as he turned his gaze up to Starscream.

Before any more could be said by the tallest of the Maximals, Starscream's weapons blazed with plasma energy and fired off, striking the ground at his feet. Leos attempted to draw back, only to jostle the other two behind him.

"Leos, they aren't going to listen to reason," Slyswift warned as Starscream took aim for another shot.

"Fry Maximals!" The Predacon shouted. "Quickchange, Medmoth, open fire!"

"Scatter!" Leos ordered.

Three flashes of laser energy emitted from around the Maximals. Slyswift dashed to her right, taking aim toward Medmoth who was hovering on her multicolored wings above. She fired a volley of her own, sending the streaks of light blazing past her target.

"What, one kick to the tailpipe wasn't enough dearie?" Medmoth snarled as she adjusted her aim toward the coyote transformer.

Otto had rolled to the left, and found himself optic-to-optic with Quickchange. The Predacon brought back the tail-cannon that was hooked to his arm and brought down the heavy weapon in a crushing blow. Otto was forced to duck to the side again to avoid being smashed.

"Slippery one, aren't you?" Quickchange growled as his target dashed back several feet.

"And proud of it," Otto responded, holding up his gun. "Taste plasma, Pred!"

Leos found himself finally able to jump back away from the threat that was Starscream, just in time to avoid having his chest perforated by the flier's double blasters. Leos quickly held up his own weapon, a targeting sight projecting itself onto Starscream's chest and brining the Predacon to a halt in his barrage.

"It doesn't have to go like this, let's just put down the weapons and talk…" Leos shouted up to his adversary.

Starscream sneered as he responded, "Okay then, you drop your weapon…And we'll talk about my victory!"

Leos ducked back as another series of plasma bolts struck around him, sending clouds of dust into the air. He raised his head and gun once more, only to discover that Starscream no longer fell into his line of sight.

Spinning around, Leos struggled to see through the dust as it fell away. Slyswift was still keeping Medmoth occupied, the insect robot was being forced to dart left and right like a shooting gallery target to avoid having her wings clipped. As Slyswift took aim for another shot though, arcs of blue energy began to crackle over her body, causing her to cringe in pain and almost drop her gun.

"Slyswift!" Leos shouted.

"I'll be fine…" Slyswift called back. "Beast mode!"

With a whir and clank of gears and moving parts, the femme transformer was replaced by a female coyote, an event which did not go unnoticed by Medmoth.

"My turn now?" Medmoth asked, her own weapon blazing with energy forcing the canine to dash out of the way.

"Stop right there!" Leos warned, holding up his own weapon toward Medmoth.

"You won't get anywhere with that toy…" A voice shouted from above.

Leos looked up just in time to be clobbered right in the face by Starscream as the flier swooped down from above. The Maximal grunted in pain as he was sent flying backward by the blow and crashed to the ground with a resounding thud.

"…Unless you really plan to fire it," Starscream finished as he un-holstered his pistols again.

"May I assist you Lord Starscream?" Medmoth asked.

"How about you keep your aim over here insect?" Slyswift suddenly chimed in.

Medmoth spun back to her original target and fired, but the coyote jumped several feet to the side and evaded the blast.

"Wow, I bet you couldn't the broad side of a space cruiser if you standing inside it!" Slyswift taunted.

"Why I otta…" Medmoth hissed.

Slyswift dashed off, Medmoth in hot pursuit with her weapon spitting out more blasts of energy. Starscream just shrugged as he landed, and began making his way to Leos.

"Well, more fun for me then," He said as he slowly stalked toward the stunned Maximal.

Otto, in the meantime, had been exchanging shots with Quickchange. Neither one had managed to land a successful blow yet however. In fact, all that they're shots had managed to do so far was kick up quite a bit of dirt and smoke as the misfires hit the ground around their feet.

"This is getting no where fast," Otto thought as he took a moment to look to the others. "Oh great…Come on, gotta be something we can do here…"

Slyswift and Medmoth had moved considerably closer to where Otto was hiding, and the otter transformer could see Leos sprawled on the ground with Starscream closing in on him, weapons drawn.

Briefly, an image flashed into the mind of Otto-bot. For a moment, he saw not only the battle in front of him, but the picture of two academy students, pinned down by training drones came to mind, almost superimposing itself over the goings on around him. He shook his head, and the image vanished just as Medmoth and Slyswift moved into a position almost exactly like the image he had just seen.

"Maybe…" He thought.

Otto spun his aim back to Quickchange and squeezed the trigger. A burst of laser slammed into Quickchange's shoulder, sending the Predacon sprawling to the ground in pain.

"Beast mode!" Otto shouted as he dashed away from his fallen enemy and headed straight on toward Slyswift.

"What the…" Slyswift started to ask.

Before she could continue, Otto had jumped, landed on her back, and sprang off causing her to stumble and face plant onto the ground. Slyswift spat out a mouthful of grass and turned around just in time to see Otto curl up and slam into Medmoth like a large fuzzy ball. Both Cybertronians hit the ground, Medmoth's wings crumpling beneath her and she let out a cry of frustration and pain while Otto scrambled off of her and ran right toward the fallen Leos.

Starscream was oblivious to the incoming Maximal. All he could see as the one that lay on the ground before him. He happily planted one clawed foot on Leos' chest plate, and aimed both his weapons at the robot's head as his prey's optics flickered on again.

"Seems this is the end of the line," Starscream grinned.

"You don't know the half of it!" Otto suddenly shouted, dashing between Starscream's legs and sending the Predacon off balance and causing him to spin on one leg in a struggle to avoid falling over.

Leos started to push himself up, but Otto scrambled over his chest keeping him down as he stopped just behind the taller Maximal's head. Leos seemed confused as Otto flashed him a grin and mouthed the words 'stay down.'

"Otto-bot, Maximize!" The otter transformer yelled as he shifted back to his battle-ready robot form and un-holstered his gun once more.

Looking out at the havoc he had caused, Otto smiled. For a moment, he could see three drones in front of him, the two in the back taking aim just as the one closest to him began to spin into the line of fire…

Slyswift gasped as she realized exactly what was about to happen as Medmoth and Quickchange pulled the triggers of their weapon at the exact same moment the Starscream regained his footing.

Leos winced as he heard Otto's weapon discharge just he could see Starscream's face once more, this time with a look of anger, then shock and pain.

Three shots hit the Predacon simultaneously. One right on the chest plate, fired by Otto. The other two in the back, courtesy of his own minions. Medmoth and Quickchange both lowered their weapons, realizing what they had just done as Starscream toppled over to the side.

"Well…That could have been planned better…" Quickchange admitted.

"Starscream…?" Medmoth asked, looking worried.

The flier rolled over, his body shuddering and sparking from his fresh blaster holes as he struggled to his feet. Otto took aim again, only for Leos to suddenly jump into his line of view.

"That's enough, Otto, stand down," Leos ordered. "We're aren't here to fight."

"Hey, they started it," Otto pointed out, casting an accusing glare at Starscream.

"Beast mode…" Starscream gasped out weakly.

Another whir and clank of gears filled the plains as the red, gray and blue robot was replaced by a like colored archopteryx. Flapping his wings with great difficulty, he managed to get into the air just as Medmoth swooped over and assisted him in his ascent.

"Predacons…Transform and retreat!" Starscream ordered.

"You aren't going any…" Otto started.

Leos grabbed Otto's arm with his massive hand, suppressing the smaller robot's grip on the trigger and forcing the limb down. Medmoth and Starscream flew off into the distance, while Quickchange dove into the tall grass, adopting his anole disguise as he did, and vanished.

"What was that for?" Otto shouted, wrenching his arm loose from Leos' grip. "We could have slagged 'em and then we wouldn't need to worry about 'em anymore!"

"That isn't the Maximal way Otto," Leos retorted, looking over his shoulder to the slack jawed coyote behind him. "Are you okay Slyswift?"

"By Primus that actually worked?" She shouted, staring at Otto. "You have to completely out of your processor!"

"Yeah, my combat instructor said that a lot," Otto nodded.

"I can't believe I'm hearing this," Leos thought, shaking his head in dismay.

"Well, the danger has passed for now at least," Leos sighed as he began moving. "Better transform and head out. We should try to find a safe place to get some recharge in before it gets dark around here."

With that said, Leos swiftly fell to all fours as he his cave-lion disguise once more covered his body. Otto followed suit and shifted back into the shape of a large otter before clambering up onto Slyswift's back, causing her to grunt in dissatisfaction.

"You're a bit heavy for me," She complained, looking at the mustelid with some disdain.

"Hey, I just saved all our cans back there," Otto pointed out.

"In the most reckless and potentially self-destructive way possible," Leos interrupted.

"Hey, I didn't see you doing much big cat," Otto responded.

Leos said nothing, but quickly moved forward and snapped up Otto in his powerful jaws. The Maximal let out a shout of fright before realizing that he was not being eaten, but was hanging by the nape of his neck from the jaws of Leo's.

"Hey, what's the big idea?" Otto shouted, flailing his stubby limbs in a feeble attempt to get free as Leos began walking again.

"I think that's your free ride," Slyswift chuckled as she fell into pace behind the wildcat.

"According to my records that's the method in which adult felines carry very young or misbehaving younglings," The armband chimed in.

"Who asked you?" Slyswift and Otto both shouted at once.

Leos just rolled his eyes and continued walking.

* * *

In the meantime, Starscream was rather impressed with how quickly his own team had managed to escape from the sight of the Maximals. At least he would have been if it weren't for the fact that he had suffered a highly humiliating defeat and was now being carted around in one of the empty stasis pods by an irate Quickchange who was grumbling every step of the way.

"Medmoth, you're supposed to be a field medic! Can't you fix Starscream and get him off my back?" Quickchange shouted up to the moth hovering overhead.

"Nothing would please me more than to get our leader back on his feet," Medmoth called back down. "But I would need time to prepare my medical tools, assess the damage, prepare Starscream for repairs, actually perform the repairs…"

"During which time, the energon levels on this planet could easily fry our circuits," Starscream groaned. "So we'll find shelter from the energon radiation first, then Medmoth can get to work."

"Look around us Starscream! Where on this Primus forsaken little backwards mudball do you expect us to find energon shielding!?" Quickchange shouted, dumping the pod off his back and sending Starscream tumbling out of it onto the ground with a rather undignified yelp.

As Medmoth landed to do all she could to comfort Starscream, Quickchange began to storm off, making very sure to clamber on top of the largest rock he could find in the area and stamp all over it with his scaly feet. He was so lost in anger that he never noticed a small section of the stone collapse inward slightly…

"ARGH!!" Quickchange suddenly screamed, causing Medmoth and Starscream both to look in the direction the anole had started off in.

The was no sign of Quickchange, only a large hole in the ground with a rock sitting next to it.

"Was that hole always there?" Starscream wondered.

"I don't believe so," Medmoth answered a shake of her head.

"Help me over to it," Starscream ordered, holding up one wing.

* * *

Most holes have a bottom, and this one was no exception. Quickchange was currently lying stunned at the bottom of it, but mercifully a soft cushion of moss and dead plant matter had broken his fall. As the lizard Predacon attempt to regain his senses, a small machine, shaped rather like a tiny spider with a lighted crystal where its head would have gone. The smaller machine walked up to Quickchange and scaled to the top of his head, where it began to blink happily as though proud of its accomplishment.

"Oooh…Did anyone get the ID tag for that truck?" Quickchange moaned, reaching up to rub his head and pulling his claws back as he felt something warm come into contact with it. "Huh?"

Grabbing whatever it was between his claws, Quickchange pulled the glowing spiderbot from the top of his noggin and stared at it. It was shuffling its tiny feet as fast as it could in midair, trying to get free, its light now off as though it meant to hide itself.

"Quickchange, you better be functional down there!" Starscream's voice echoed from above. "If anything scraps you, it's going to be me for that little stunt you just pulled!"

"Like that's an incentive for me to respond…" Quickchange muttered to himself, the light blinking as though in agreement.

"Medmoth, you do have a light of some kind, right?" Starscream's voice asked.

"I could use my laser pistol, it makes light," Medmoth answered.

_"Wow, she's crazy…"_ Quickchange realized.

"That'll work," Starscream agreed.

"Fully functional sir!" Quickchange shouted up, very quickly and an octave higher than his usual voice.

"I see…Hold off on the laser idea Medmoth…What's down there?" Starscream called back down. "This hole seems to perfectly shaped and too deep to have formed naturally."

"I was just about to find that out for myself," Quickchange responded. "You two rest up there and I'll call back if I find anything."

"Keep you radio frequencies up, I want hear everything you hear," Starscream's voice suddenly spoke almost as though he were right next to the lizard.

"Understood sir," Quickchange nodded, before directing his attention to his internal computer. "Status please?"

_"Sensor indicate no internal structural damage. Minor core temperature drop, detected."_ The internal system declared.

"Right, this stupid beast mode of mine has no internal heating…" Quickchange realized.

He paused as he felt warmth radiating from the top of his head again, and crossed his eyes to look up. The small spider light had wriggled free at last and was once more glowing on the top of his cranium.

"Energon radiation in this area are significantly lower than the outside," The internal finished.

"What!?" Starscream suddenly shouted over the radio. "Does that chamber down there have energon shielding?"

"No source for it located as of yet, but the reading seems promising," Quickchange confirmed, nursing his sore audio ports. "Perhaps if you and Medmoth…"

Quickchange looked up to the top of the hole, and screamed before running to the side as one of the stasis pods suddenly crashed to the ground where he had been standing.

"I'm one step ahead of you, we're sending the stasis pods down and will be following shortly," Starscream explained.

"A little warning would have been…" Quickchange growled.

**CRASH!**

Quickchange groaned in pain as he found himself pinned underneath the second pod. The light had manged to jump off in time to avoid being smashed itself, and was crawling on top of the prone anole's scaly hand, shining its light on his dazed face.

_"I'm beginning to really hate this job…"_ Quickchange thought as he managed to push what was left of the pod off of himself and moved the light back to its former perch.

* * *

"Uh…" Ottobot moaned, sprawling out over Leos' back. "I'm runnin' on empty over here…And I'm tired…"

"We know," Slyswift sighed, before pausing in her tracks. "And how can you be tired? You've been riding this whole time."

"Come on you two, we're all getting a little low on our energy reserves," Leos mediated.

"A little low? I haven't had a decent refueling since I woke up!" Otto whined. "And not all of us have fuel tanks the size of my head, thank you very much."

"I don't see any other use for that space," Slyswift grumbled under her breath.

"I heard that!" Otto snapped.

"I said knock it off, and that applies to the both of you," Leos said firmly, casting a glare at the two younger bots.

"I'm gonna scout ahead, I'll stay in radio contact," Slyswift said with a frustrated sigh.

"Now wait just a minute young lady, it could be dangerous without the…" The field scanner started.

Slyswift clamped her teeth around the talkative device and dropped it to the ground before darting off. Otto jumped off Leos' back and plodded over to the armband, gently picking it up in his webbed paws.

"Why I never!" The field huffed indignantly. "I mean she's pulled some nasty tricks but that was just plain old rude. You'd think she doesn't want me around!"

"Gee I wonder why?" Otto muttered sarcastically. "Say, you haven't to pick on any energon deposits nearby, have you?

"Oh sure, plenty of them. But unfortunately they're all BYOP," The scanner answered.

"BYOP?" Otto asked.

"Bring your own processor, this stuff is majorly unstable…And roughly five miles underground," was the explanation that sent Otto into a prone state in the grass.

"We're all gonna die, aren't we?" He moaned.

"No Otto, we're not going to die," Leos reassured the otter as he scooped him onto his back again. "Now come on, we'd better catch up with Sly…"

"Guys, you might want to see this!" Slyswift's suddenly crackled over the radio.

"Did you find energon?" Otto asked.

"Just get over here, okay?" Slyswift responded. "The scanner can follow my signal."

"Oh, so now you want me around," the scanner responded. "Well maybe I don't want to find you…"

"Activating override authorization theta-two-nine-gamma-epsilon," Slyswift ordered.

"Oh man, I hate OA theta-two…" The scanner whined before a series of buzzes and beeps cut it off. "Owner located, please proceed due east. Approximate travel time, two cycles."

"I'm almost positive that was not a preprogrammed code in your scanner," Leos said over the radio.

"No, that's the standard override I put in for when I was sick of it back talking me." Slyswift answered, the smirk apparent in her voice.

True to the scanner's word, it didn't take long for Leos to find their canine companion. By this time, Otto was once more laying on the lion's back like a sack of potatoes, and only lifted his head when he felt his ride come to a stop.

"What is this?" Leos wondered.

He was referring to what looked like the top of two large metal doors with an odd rounded lens just visible over the peak of a mountain of gravel, boulders, and other bits of stone debris. Slyswift was sitting on one of the higher rocks, still inspecting her find.

"I don't know what it is. That's why I called you guys here," She sighed and swept some pebbles away from the top of the pile with her paws. "Whatever it is, it has Maximal characters written on it. But nothing else about it makes sense…From what I can see it looks like it was pieced together from salvage and scrap metal"

"Well we're not gonna dig it up are we? 'Cause we're all running on fumes as is and even if we do manage to uncover this, we won't get much farther afterwards," Otto whined from Leos' back. "What we could really use is a place that's energon shielded and a good cube or two of the stable stuff. This pile of scrap metal doesn't help us get either!"

Otto laid out perfectly flat as Sly sighed again, "Look, we're all tired but this is the closest thing we have to a promising lead about how we got here…"

Turning she began to dig more at the rock pile with vigor, shedding a lot of the smaller debris and sending them pelting down to the two below. Otto got of Leos' back with a grunt as he turned his gaze up to Slyswift and began waving his paws to try and get her attention.

"Hello! Ground control to stubborn pup!" Otto jeered as the coyote braced her weight and began to shove on a boulder twice her height, her paws slipping in vain as it failed to budge. "Give it up!"

Slyswift had stopped for a moment, panting but when she heard Otto she cast him a glare before renewing her struggle. Otto shook his head and moved to the side, somewhat fearful that the boulder was going to be rolling his way. Leos looked between both of his young companions

"_I would say Otto has a point…Both of them are young and worried, and they appear to deal with this in different ways. And now that Slyswift has seen a problem she can solve, she's going to work herself into stasis solving it because she can't change the true problem…"_ Leos noted before shaking his head out from his involuntarily psycho-analysis.

"And now you have Leos doing that 'stare into space thing' again," Otto complained.

"Now you listen," Slyswift began, moving away from the boulder so as to get a better look at Otto.

Before she could try to chew her comrade out, the large rock finally decided to slip itself free and began to tumble toward the otter. Otto let out a yelp of fright and scrambled to safety as the rock plowed to the ground where he had been standing only moments before.

"You did that on purpose!" Otto shouted.

"Did not, why would I want you to have a real reason to complain?" Slyswift argued.

"That's enough out of both of you! Slyswift, stand aside…" Leos roared. "Leos, maximize!"

Slyswift leapt from the pile just as the lion shifted back to his ten-foot-tall robot stated. He swiftly pulled out his massive gun and with three well placed shots vaporized the boulders at the bottom of the pile. Otto and Slyswift ran behind their large companion as the rest of the rocks tumbled to the side revealing a pair of massive doors at least forty-feet from ground to top.

"Wow that's a big door," Otto gasped.

"Hey, that barely took any energy at all," Slyswift grinned.

"Shut up," Otto retorted.

"Make me," Slyswift retorted.

"Don't start you two," Leos ordered.

"Yes sir," Slyswift and Ottobot both answered in unison.

* * *

The trio of Predacons were carefully picking their way along the dark underground passage, the path ahead illuminated by Quickchange's new "headlight" which was casually dimming and brightening in an organized pattern.

"Can't you do anything to get the new friend of yours to stop flashing like that?" Starscream asked, still in beast mode he was leaning against Medmoth (in her robot mode) for support as they walked along.

"For one thing, it isn't my 'friend,'" Quickchange hissed, the light dimming and letting out a pathetic whine. "And secondly, I don't even how it works myself. Don't forget that it found me."

"What about those ones?" Medmoth asked, coming to a stop.

Quickchange and Starscream both looked up, their jaws going slack. The passage had opened into a larger cavern, this one with several metallic constructs laying at various angles all across the ground. A few lab benches with glass shards scattered over their surface, a file cabinet of some kind with a Predacon insignia on it, and a computer leaning against the far wall were only a few of the features they noticed.

What really stood out were the hundred or so spider-lights crawling all about the floor, walls, and ceiling in various stages of disrepair. Many were traveling in aimless circles, a few merely stood in place shining their light as thought trying to burn a hole in the floor, and one was even walking repeatedly into the wall.

"What are they?" Medmoth asked.

"Off hand, I'd guess flashlight drones created to provided light down here," Quickchange stated as he walked over to the computer. "Hmm…I could probably get something out of this…"

Reaching one claw up, Quickchange pressed the power switch on the machine only for it to tilt threateningly away from him and grind against the wall more. Other than that, there was no reaction from the machine.

"I'd wager whatever power source this place used burned out a while ago," Medmoth pointed out.

"Then what are the lights powered with?" Starscream asked.

"I'm more concerned with who made this place," Quickchange stated as he shifted into his robotic form, careful to leave his tail weapon attached to his back this time as he started to gingerly pry off a panel from the computer. "If I can get into this, I might be able to do something to at least get some info."

"Why does this feel familiar?" Starscream wondered as his vision blurred slightly. "Could it have something to do with that Tarantulus?"

_Starscream couldn't believe his good fortune. Despite his less-than-ideal body the assault on the Maximal headquarters had gone off relatively smoothly. It would seem the body of this Waspinator had some hidden potential that its original owner had failed to access._

_Now, the current Megatron had left him in charge of the Maximal base. The poor fool had no idea what he'd be in for when he got back. While waiting for that happy moment, Starscream had busied himself examining the computer files in the science lab, quenching his curiosity about how far ahead technology had moved since the Great War._

_"Looks like things are going well, eh Starscream?" A sultry voice asked._

_The wandering spirit looked up from his work, and smiled as he recognized the black and gold femme known as Blackarachnia. The spare legs of her beast mode were folded up behind her, creating interesting shadows on the wall._

_"Hmm…To what do I owe the pleasure of your company this time?" Starscream wondered._

_"I just thought that you might want to come up with a contingency plan in case things go wrong," The spider lady said as she moved closer._

_"Excuse me?" Starscream asked._

_"Sure, everyone in the Predacon base has one for when Megatron goes on the warpath," Blackarachnia explained. "Waspinator tends to hide in the C.R. tank he's going to be bathing in anyway, Scorpinok just agrees with whatever he says, and Tarantulus has all sorts of little hidey-holes set up that he ducks into till things die down."_

"What's wrong with him?" Quickchange asked, looking up from the computer he was tampering in.

"I'm not sure," Medmoth fretted as she eased Starscream onto his back on a cleared lab bench. "He's been like for the past ten cycles. I'm going to try and repair him before his condition deteriorates any further."

"Yeah, you do that," Quickchange nodded.

* * *

The Maximals had been spending quite a bit of time trying to open the massive doors they had found. Despite the size and strength of Leos' robot mode, however, they had made no progress in that endeavor, and now the lion-bot was in his beast mode again trying to recover.

"Well we found doors that we can't open," Otto whined. "What a wonderful waste of both time and energon."

"Now's not a good time to be negative, Otto," Leos stated.

"No, this seems the perfect time to be negative," Otto retorted, sitting up from the pile of rocks he had set up and leaned against while watching Leos. "In case you have noticed, most of us are running on fumes here!"

"If we could crack the code for this access panel…" Slyswift suggested.

"Access panel?" The other two asked, turning to their companion.

The coyote was standing on two boulders that had remained on top of one another, pressing her front paws against the wall to brace herself as she stood on her hind legs. In front of her muzzle, set into the stone wall, was an aged looking number pad, so tested by the passage of time that the buttons were blank and smooth.

"I'll just bet this opens the door," She smiled.

"Yeah, now all we need is an Autobot to reach the panel…Oh and to give us the code 'cause we don't know it!" Otto shouted, slumping back to the ground after his outburst.

"Hey, my field scanner could probably crack it if I can figure out how to plug it in," Slyswift stated. "And I think I've figured out how to do it too…"

A series of musical beeps suddenly chimed in, startling the femme so badly that she almost tumbled from her perch.

"Good morning everyone!" Cheered the field scanner as its lights blinked green. "Nice to see I'm up and running again…With a rather large chunk of time missing from my memory banks…Say, you didn't use that self-styled override code on me again, did you?"

"Perish the thought," Slyswift said in a falsely sweet voice as she regained her balance. "You must be running low on energy like the rest of us. Now, you feel up to a little code cracking?"

"I'd be happy to, once we've received clearance from your superiors to use it," The field scanner stated in its incessantly happy voice. "As you know, it's only authorized for emergency rescue into sealed or coded off areas."

"But this is an emergency!" Otto shouted right before he found himself pinned under Leos' paw.

"Otto, panicking isn't going to help anyone," Leos advised. "But he has a point, it's vital that we get inside. This is our best chance at the moment to find fuel before we go into stasis."

"I'd love to help guys, but without the proper authorization…" The device beeped.

"I've got your authorization right here," Slyswift growled. "Activating override authorization theta-two-nine…"

"Okay, okay! I'll do it!" The scanner shouted in a frightened voice. "Hey wait a minute…You did use that code on me again, didn't you? When the council on Cybertron finds about this when they review my records…"

Slyswift ignored her "assistant's" idle threat as she fell to all fours on top of the boulder again.

"Slyswift, maximize," She declared.

In just a moment, the coyote had shifted into her white and grey robot form, the trio of bands snapping around the lower half of her face as she removed the scanner, flicked the top open, and pulled out a few wires. She swiftly pried open the access panel, and began connecting the wires, finishing just as blue electricity began to course over her body.

As she leapt back down, she shifted back to beast mode, landing on all fours in front of Leos and Otto.

"That should do it," She panted.

"That was quite impressive, very fast," Leos nodded.

"Could you get off of me now?" Otto grunted from under the lion's paw.

As Leos lifted his foot, allowing Otto to squirm free, the scanner began to speak up once again.

_"Activating decoding software…acti…ae.a..d.ka.ie..aclilaqkne.a…."_ The scanner burbled out.

All three gave one another worried looks as smoke and sparks began to pour from the small armband.

_"Allyourbasearebelongtous…ajklea.vl.a.e.a..c.Iamsinistar….ie..q.q.e.ci……e.a.a.d.f"_ The device continued. "_enoerallatahtyadehtllitniamerlliwtios…."_

With a final popping noise and a shower of sparks, the field scanner flew away from its resting position on top of the access panel and landed at Slyswift's feet with a crack of metal on stone.

"It wasn't supposed to do that, was it?" Otto asked.

"I'm kind of hoping it was," Slyswift muttered as she attached the remains of the field scanner back to her front leg. "Guess I have something to do in my spare time now."

Before the conversation could continue, a grinding noise was heard emanating from the doors in front of them. Slowly, the massive portal opened up until it was just wide enough for the three of them to get inside.

"Hooray!" Otto cheered, pumping his webbed paws into the air.

**CRASH!**

The doors slammed shut once again with surprising speed given the time they had needed to open. Otto looked dejected, until the grinding started up again, indicating the doors opening once more.

"Alri…" Otto began before Slyswift clapped his muzzle shut.

"You wanna jinx it or something?" She scolded.

"We'll have to jump in on the count of three," Leos instructed. "One…"

"Two…" Slyswift continued, poising to leap.

"Three!" Otto shouted, sending himself and his comrades springing forward.

All three managed to get beyond the doors, and scrambled over the threshold just as they massive slabs of metal slammed shut again behind them. A most discouraging sizzling noise could be heard, followed by the smell of smoke which indicated the doors were not going to open again.

"I really hope this place has a back entrance," Otto muttered in the darkness that surrounded the three.

"Stay put, I'll look around," Slyswift said, her optics glowing blue in the darkness around them.

The pair of blue lights began to move away, and Otto's own eyes started after her.

"Slyswift, maybe you shouldn't go off on your own," Leos cautioned.

"Yeah, at least let me…" Otto chimed in.

**CLANG!**

Otto's optics suddenly sparked and shut off as they slumped lower to the ground.

"Ooh…Mind telling what just fused my jaw together?" Otto groaned as Leos cautiously moved closer.

Running one paw over through the darkness in front of him, Leos could feel the edge of a metal construct in front of him. Gently moving his other paw forward a bit, he nudged Otto and helped him back up.

"I think I found something!" Slyswift's voice suddenly called from farther away.

A series of clicks and clattering noises could be heard, and the chamber was suddenly flooded with light. Leos covered his optics, giving them a moment to adjust before looking around.

The area looked somewhat the bridge of an abandoned spacecraft. Computer terminals lined the walls, inert and covered in ages of dust and grime. Slyswift was breathing a sigh of relief as she stepped away from a series of switches and buttons set into the wall and looked around. Otto let out a low whistle at the sight of everything around them.

"Okay, not too shabby," Otto admitted. "Any word on energon shielding in here?"

"Energon levels decreasing to safe levels. Use of robot mode in this area, acceptable," Otto's internal computer chimed in.

"Forget I asked then," Otto stated.

* * *

Back at the Predacon's new base, Quickchange let out a triumphant shout as he closed up the panel of the computer he had been tampering with.

"Finally got it up and running," He grinned, looking back to Medmoth and Starscream.

Starscream had been moved into a sitting position, with Medmoth carefully closing up his chest panel.

"And I've finished repairs here too," She declared.

"Well, this has been a full day hasn't it?" Starscream asked, his optics flickering on as pulled himself to his feet. "Excellent work, the both of you…"

Starscream shook his head violently, and snapped himself to attention.

"Now, Quickchange, can you tell me what exactly we've learned about this place?" Starscream queried.

"Not much aside from the fact that it has energon shielding," Quickchange answered as green letters and numbers began to crawl their way along the computer screen. "I was just about to ascertain what this place may have been used for."

"It was a laboratory hideaway for one of our fellow Predacons," Starscream explained, moving around the lab and opening up several cabinets and drawers as though looking for something. "I'd wager that we could find an energon processor somewhere in here. Medmoth and I will search for it, you try to get any info you can out of that computer."

"One step ahead of you," Quickchange confirmed, turning toward the screen.

The reptilian robot's optics shut off for a moment, before blazing back to life a vivid green. The light shone out of his eyes, aimed directly into the computer's screen. Slowly, more words and data began to appear on the monitor.

"Hm…triply encoded, very complex…Whoever did this was a coding genius," Quickchange said with a tone of admiration before glancing around his surroundings and seeing several of the spider lights gathering around his feet. "Or, they were clinically insane…Maybe both even. Oh, what's this?"

The data appearing on the computer began to change, showing what looked like a rather detailed map of the cavern. One spot in particular was marked with a blue cross. His curiosity thoroughly piqued, Quickchange pointed at the cross and watched as the map zoomed in on it.

Behind him, near where Starscream and Medmoth were attempting to turn over one of the fallen filing cabinets, the ground began to shift somewhat. Starscream looked over his shoulder, then turned back to his work with a shrug.

"Oh ho, very impressive coding," Quickchange muttered under his breath. "Let's see how it likes…This!"

A pulse of green energy shot from the hacker's eyes into the machine before him. Everyone of the working spider light immediately ran away from him and crawled onto the walls where they began flashing red and green in time with an overly cheery melody that one of them began to beep out.

"Okay, this is needlessly aggravating," Starscream growled as he released his grip on the cabinet.

Medmoth narrowly having her feet crushed by the heavy furniture as it slipped from her grasp.

"Just what are you doing?" Starscream shouted over the music.

"Trying to open up a secret vault I managed to find," Quickchange answered. "Oh, and you might want to take a few steps to the left.

Starscream grumbled a bit moved to the side, only for a pair of round doors to suddenly swing upward from the floor. Dirt and gravel were flung every which way, and one of the doors clobbered Starscream on the way up.

"Your other left," Quickchange said, trying to restrain his laughter as his leader got back up.

From the hole left by the doors rose a large metal tube with a Predacon insignia glowing on it. Medmoth and Starscream both stepped away from the strange object as it split open to reveal a metal box with several compartments marked on it. It stood about two-feet tall, and was about one-foot in depth and width. The entire device sat on a large shelving unit that took up the rest of the space that had been inside the tube. Sitting on the shelves were several boxes of black metal, one of which Starscream carefully pulled down and opened.

"Processed energon," He smiled as his face was illuminated by a blue glow from within the box.

"And an energon processor to boot," Medmoth said jubilantly as she looked over the taller box. "Seems we hit the jackpot."

"They don't know the half of it," Quickchange smiled to himself as he noticed another blue cross on the screen, this one significantly deeper inside the cave. "No rush in telling them about this one."

"Okay, next focus point," Starscream ordered, looking around at the still blinking lights. "Quickchange, find a way to control these things."

"Right away, sir," Quickchange nodded as his glowing eyes connected to the computer again.

* * *

"Well, here's a welcome sight," Leos commented.

The trio of Maximals had entered a chamber just a few doors away from the entrance. Inside was a pair of towers roughly twice the size of the ones the Predacons had just discovered. An opening in the wall on the far side of the room showed a lounge of sorts, with a few tables and seats set up.

Otto ran up to the towers and latched onto one in as big a hug as his stubby limbs could get around it.

"Finally! We're saved!" He sobbed out.

"Do you energon processor want to be alone for a while, or can I get started here?" Slyswift chuckled as she moved around the towers and smiled as she spotted a wall lined with several cubes of metal.

"Must have been a big group," She mentioned as she shifted to her robotic form again, taking one of the cubes in hand and turning it over to look at the letters etched on the sides. "Plenty of different flavoring agents, and a whole lot of energon to process."

"I'll take some rust with of engine grease," Otto requested, raising one paw.

Slyswift paused for a moment, and shook her head. Leos silently repeated Otto's order and stuck his tongue out in disgust. Neither motions went unnoticed by the otter as Slyswift moved to the top of the processor with the requested crystals.

"What, I can't enjoy some unique tastes?" He asked.

"This thing seems pretty old," Slyswift muttered as she loaded the cubes in and began flipping a few switches. "Weird though…It looks like a newer model then I what have at home."

"So it's a got a dent or two and a little dust, it'll still work, right?" Otto asked.

The machine began to hum and buzz as Slyswift pressed a few more buttons. The entire contraption rattled a bit, lights flickering along the side, before a whistle sounded and from the side of the towers popped a glowing crystal cube. Otto grinned as he quickly shifted into his own bot mode, this time leaving his weapon holstered as he scooped up the crystal and tilted it into his mouth. Glowing blue energy seemed to pour from the crystal into Otto, who breathed a sigh of relief as the shine diffused through his whole body.

"Not bad," He commented as he looked up toward Slyswift. "A bit stronger and it'd make some pretty good high-grade."

"Yeah, like you're old enough to have high-grade," Slyswift said as she jumped back down to the floor level and began looking over the other cubes of flavors.

"Hey, what's that supposed to…" Otto started to retort.

"I don't suppose that there's any battery acid flavoring?" Leos interrupted, trying to cut off the argument.

"Actually, there is," Slyswift nodded as she gathered the crystals. "Ooh, copper. Whoever stocked this place has good taste, at least."

"Copper? Boring," Otto chimed in. "Why not live a little? I got some great mixing recipes I can teach ya."

"If most of them involve rust and/or engine grease, I'd rather not know," Slyswift warned as she moved back to the top of the machine, loading in the supplies. "So, think we should look around some more?"

"We'll finish refueling first," Leos declared as the machine began to churn out more energon as Slyswift worked with it. "Chances are there could be danger here though, so we're all going to stick together, got it?"

"Huh?" Otto asked, looking away from the door that he was about to exit. "Sorry, I was just gonna look around…"

Leos just rolled his optics before transforming back to his ten-foot robot form and taking up the energon cube that Slyswift had cooked up.

"Hmm, I hope I made yours big enough Leos," Slyswift said as she took her energon and downed it in one gulp. "I forgot how tall you actually are."

"It's fine, I have surprisingly good fuel efficiency," Leos assured her as the last of the energon glow faded from his body. "Now, let's take a look around."

"Way ahead of you!" Otto's voice shouted from the hallway outside. "And I think I found something too."

Heading back out into the hall outside the processor's chamber, Leos and Slyswift made their way toward where Otto's voice had come from, only for him to walk brazenly from a door a bit further down. He smiled as he held up a disk, waving it over his head to the other two.

"I'll bet we'll find some answers on this," He said.

"How much you wanna bet all he found was some music files?" Slyswift whispered to Leos.

"I wouldn't think his luck's that bad, remember the battle earlier?" Leos pointed out. "Let's check out that disk on the main computer back at the entrance…If it still works that is."

"You got it big cat," Otto nodded as the trio headed back toward the entrance chamber.

The computer was located around a round table (which seemed substantially beat up as though it had fallen off a cliff at some point.) While the machine was covered with cobwebs and dirt, it didn't take long to remove the worst of the debris. Otto grinned as he flicked the power switch, the display making a worrying banging and popping noise before flickering on to a green operating system screen.

"Alright, now we're getting somewhere," Leos smiled as Otto popped in the disk.

Slyswift's fingers flew over the keyboard as she punched in a few commands. A whirring noise from the disk drive indicated the computer was attempting to read the data, and the green screen gave way to a static filled blur.

"Otto, was that disk scratched or anything?" Slyswift asked.

"Umm…I didn't really check," Otto admitted, looking sheepish for a moment.

"Great, guess I'll try and recover the data," She muttered, the static vanishing and replaced with a downloading screen.

Only a few moments passed before the downloading screen vanished, and the feedback started again. This time a face could clearly be seen, this one belonging to a blue robot with orange fins on the sides of his head and a metal gray mouth. His green optics were staring intently into the camera, rather like a general about to give orders to his troops.

Regrettably, only the hiss of static could be heard from the disk, and Slyswift sighed as a menu opened at the top of the screen.

"The data must have been corrupted when the disk was damaged," She muttered. "Come on…"

"…Maximals…" The video said, a voice finally breaking in over the static.

"Thank you, think I know what I'm doing here now," Slyswift grinned. "Give me…Ten cycles and I'll bet I can at least help us get the general idea of the message here."

"Ten cycles?" Otto challenged. "Heck, I'll give you twenty and a little dance if you can fix it that fast."

Slyswift looked at Otto, then just shrugged and said, "Okay, you're on."

"At least they're motivated," Leos thought as he looked toward another terminal on the other side of the chamber. "Maybe I should take a look at what else is on these computers."

* * *

All the spider lights back at the Predacon base were shuffling about, crawling over the walls and ceiling as they made their way out into other parts of the cave.

"Yes!" Quickchange cheered, the beams of green energy fading from his optics (though they still glowed a bit brighter). "I've finally figured these things out."

"Congratulations Lord of the Lights," Medmoth said with a sarcastic sigh.

"I can't believe someone actually managed to create these things to respond to mental commands, it's intriguing," Quickchange wondered aloud.

"It also seems to have given you a little brain-mouth thing there," Starscream pointed out. "But you can at least help us with checking the rest of this place out now, right?"

"Of course, why do you think I sent the lights all over the place," Quickchange smirked. "It was simple matter of changing the frequency…"

"Didn't ask for an explanation, let's finish checking this place out," Starscream interrupted.

* * *

Leos looked up from the computer he had been working on as the sound of metal feet tapping incessantly against the ground drew his attention.

"You don't need to do that, amusing as it is," Slyswift said, trying not to laugh.

Leos looked over to Otto, who was doing some manner of strange tap dance around the central table.

"Hey, I always keep my word, embarrassing as it might be," Otto declared as he spun on his heel.

"I take it you've repaired the recording?" Leos guessed, walking back over to Slyswift.

"As much as it can be. It's still pretty garbled, but I think we can get the gist of it," Slyswift nodded as she punched in some commands.

"Then let's see what we're dealing with here," Leos ordered.

The screen was filled with fuzzy static for a second, then the face of the blue and orange robot filled the screen once more, his voice fading in and out through a light hiss of interference.

This is a mes…………….Maximals still present on Earth. I….Optimus Primal, current leader of the Maximal ……………………p..net. Duri………r research operation, our ship was called u……….t a group of rogue Predacons …………………………Cybertron. We wer………………….sing through a trans-warp field, and landed…………………………… It's been quite some time, but ……………………………….. cap…. all active Predacons, and are prepar……………………………….ybertron to face……... Unfor…………………………….too dangerous to ……………………….all remaining stasis pods at this mo…... ……ve recovered ten, but t………………………………….remain, if you find this message, know this: We …l..return for you. Stay in this base ……………………………………………………………... We w… ……..n. Prime, out.

"Thank you Slyswift…I think…" Leos sighed, rubbing his head.

"I thought I did better than that…" Slyswift muttered, going back over the data.

"THEY DITCHED US!" Otto shouted at the top of his vocal processor, causing Slyswift to yelp in surprise and tumble from her seat.

"We don't know that for certain," Leos countered.

"Oh yeah? Check the time stamp on that video, and compare it to the internal clock on the computer you were working on," Otto demanded, pointing to the screen Leos had been working at.

Leos glance between the two, noting the dates and comparing them. His optics shone with realization as the situation dawned on him.

"One-and-a-half million stellar cycles…" He gasped out.

Slyswift's shoulders slumped as she took in the situation. Otto continued ranting and stomping about the other side of the room, while Leos sat lost in thought.

"Maybe they just haven't gotten around to it yet?" Slyswift offered hopefully.

"Hello! They said 'trans-warp' that means time travel," Otto countered. "How can you be that late when you can time travel!?"

"Otto, calm down," Leos commanded.

"I am calm!" Otto insisted, throwing his hands up.

"No, you're really not, and you're upsetting everyone else," Leos said calmly.

"By which you mean Slyswift because we were ditch…" Otto started shouting.

Slyswift shoved down the talkative bot where he immediately found himself under Leos' foot again. Slyswift set to work on the computer, while Leos kept a gentle pressure on Otto's chest plate.

"We must have missed something…" Slyswift muttered frantically as she typed.

Slyswift stopped typing as she felt Leos's hand on her shoulder. She looked up to the larger Maximal as he gently reached past her and closed the video's window on the screen.

"It's okay Slyswift, I think we've heard enough," He said calmly. "Whether we were stranded here intentionally or not isn't a concern right now."

"HOW CAN YOU SAY…" Otto started to yell before a warning press from Leos's foot got him to shut up again.

"We have to assess the situation. We're trapped on an unfamiliar world, with no one but ourselves to rely on," Leos stated, crossing his arms. "Rescue may come, but we can't count on it. For the time being, we are our own best chance of getting home."

"And how, pray tell, are we supposed to do that," Otto questioned, the strain in his voice clear. "Blow up some energon deposits? That'll get us home…In pieces!"

"There was a way onto this planet, there's a way off," Leos stated.

"You don't mean the Axilon, do you?" Slyswift asked. "That's probably how_ they_ left…"

"Then we'll find another way," Leos assured her. "I'm not sure how yet, but we'll get off this world by any means necessary. But only if we keep our cool and work together, understand?"

Otto and Slyswift both fell silent. Leos moved his foot, allowing the smaller robot to get back up while Slyswift stood up from her computer.

"Eh…I guess I'm okay with it," Otto grumbled. "Just none of that 'we're all parts of a greater whole' speech alright? And…Sorry for losing my cool…"

"Ditto," Slyswift nodded, looking slightly ashamed of herself.

"There, glad we worked that…" Leos began.

"I vote Leos to be in charge!" Otto declared, raising one hand.

"Second it!" Slyswift responded quickly.

"What? But wait, I'm not a…" Leos began to protest, raising one hand.

"Hey, you've been leading so far haven't you?" Otto pointed out.

"And you're the senior crew member around here," Slyswift agreed. "Or at least you act like one."

"I…Very well then," Leos sighed, shaking his head.

"Great, so we'll just call you "Leos Prime' then," Otto grinned.

"Just Leos, please," The lion transformer requested.

"Whatever you say Boss Cat," Otto shrugged. "So, first orders?"

Leos looked around and thought for moment, taking in the doors that they hadn't explored yet and the vast amounts of rubble that still littered the ground.

"I suppose we should focus on exploring and cleaning up this base," Leos decided. "It'll serve as the center of our operations for the time being. Each of us should check a different area to cover the most ground."

"Got it," Slyswift and Otto both called out, darting past him down two separate corridors.

"This will prove to be interesting," Leos thought to himself as he began his own exploration.

* * *

"Okay, I think we've just about finished here," Starscream muttered as they entered the final chamber.

"Quite a complex setup down here," Medmoth commented. "Medical supplies, research equipment, a CR tank and spare fluid…"

"Not to mention the variety of inventions, all encoded so they're next to impossible for us to access," Quickchange pointed out as one of the lights blinked on his head like a miner's helmet. "Perhaps I should go back to trying to decode the files."

The three Predacons stopped talking as they looked around the room they had entered. It was a rather simple looking rest area, a metal cot to serve as a bed, an array of screens along one wall (all of them off, and two shattered), plus yet another table with a few interesting gizmos and a strange, multi-colored cube gathering dust in the corner.

"Guess this is the room of whoever owned the place," Starscream observed as he took a seat and leaned back on the bed. "Ooh, not bad. I could get used to this."

"And just where are Medmoth and myself supposed to sleep?" Quickchange asked, his thoughts turning toward the weapon mounted on his back.

"There was a secondary recharge station near the CR tank," Medmoth pointed out. "But that's mine."

"Why don't you camp out near the computer?" Starscream suggested. "You can recharge from its power cells between energon doses, and build your own recharge berth when you have the free time."

"Oh sure, why not just hook my processor into it and then decode things while I'm off line?" Quickchange grumbled sarcastically before pausing. "Actually that might not be a bad idea…"

"Good, you get on that," Starscream ordered. "Now, we've had a rather full day, especially me being shot at…"

Medmoth and Quickchange both winced, the venom apparent in Starscream's voice.

"So let's get some rest. Consider yourselves off duty for the next few megacycles," Starscream finished.

Neither of the other two were quite sure of what to do. Starscream cast a glare at them that simply stated 'Leave now' and both of his underlings scurried from the room.

"Ahh…Peace and quiet…" Starscream sighed as he leaned back. "I'll need to put an end to that soon enough, but might as well enjoy it while it lasts."

* * *

"Well, I found a couple of personnel quarters," Otto reported as he opened up another metal door to reveal a featureless room with nothing but a metal cot in it. "Saw a big one with a desk in it, and computer…I call dibs."

"Shouldn't Leos have first choice if he's in charge?" Slyswift's voice asked form the radio, the sounds of tinkering filtering through with it.

"Right, good point," Otto admitted as he opened another room up. "Hey, can I have this one where the wall to the next room fell down then? It's almost like having two rooms…"

"I don't mind if Leos doesn't," Slyswift declared, her voice straining. "I'm probably gonna be recharging…In…Here…Ahh!"

A loud clang echoed through the base and over the radio.

"I'm okay!" Slyswift assured Otto as he began running down the hall toward her location. "No damage…Aw slag!"

"What's wrong?" Otto asked as he ran up to a pair of doors from which the crash had sounded and burst through them.

Slyswift was in the middle of the room, leaning over a metal container roughly half her height. On the far wall of the room was a pair of large chambers, one of which had its door dangling off at a haphazard angle.

"Wow, you're fast," Slyswift commented as she noticed Otto.

"Yeah…So what have we got here?" Otto wondered looking into the container.

A clear liquid sloshed around inside, with tiny beads of silvery metal floating in it. Slyswift sighed as she gestured to the chambers on the other side of the room.

"Any idea what those are?" She asked.

"CR chambers?" Otto asked, sounding excited.

"Yep, got it in one," Slyswift congratulated him, taking a dusty beaker and scooping some of the liquid from the container into it. "Know what this is?"

Otto looked at the fluid before shrugging, "I don't know, water with some decorations?"

"Nope, this is the CR fluid from the chamber there," Slyswift answered.

"No way, CR fluid is thick and silvery and pours slower than dirty oil," Otto retorted.

"When it's cold, yeah. But this stuff hasn't been in the best conditions," Slyswift pointed out.

"But they wouldn't let those CR chambers out until they tested them for temperature control and extremes," Otto pointed out.

"First, I think we're a little past the warranty by now since it's been over a million stellar cycles," Slyswift pointed out. "Second, you might want to look in there."

She gestured to a door across from where Otto had entered. He walked over and carefully opened it up…

And fell back expelling ash and soot from his air intake valve as a blast of heat and smoke caught him in the face. Looking beyond, Otto could see a faint red glow and pools of molten rock scattered in the distance inside the cavern beyond.

"Lava…We're in a volcano!" Otto realized between chokes.

"Yup, not exactly prime storage conditions," Slyswift pointed out as she looked around. "Can you help me look?"

"For what?" Otto asked, rubbing his optics.

"We might be able to find a cold storage area with a few spare tanks of fluid," Slyswift explained. "We might be able to find something we can use…"

"Did you maybe think to check there?" Otto asked, pointing up above the chambers.

Glancing up, Slyswift could see a pair of large storage cabinets covered in frost and ice. The cold covering had started to thaw a bit, but it was being rather stubborn.

"Yeah, but I can't reach up there," Slyswift admitted. "I was hoping to find another spot."

Otto-bot smiled and quickly climbed on top of the broken chamber. He reached up with both hands toward the cabinet.

"You're gonna fall like I did, be careful!" Slyswift warned.

Otto managed to get both hands on the door and yank it open. He smiled at Slyswift…

**CRASH, BANG, BOOM!**

"Told you so," Slyswift chuckled as she knelt next to her fallen comrade. "You okay?"

"I'll be fine, just get the drawer off of me..Oh, and you're welcome by the way," Otto muttered sarcastically.

It took a bit of effort, but Otto was extricated from under the drawer just as Leos dashed into the room. A look of panic was etched on his face, but Otto waved him off.

"I'm good boss bot, nothing I can't buff out myself," Otto assured him.

"Oh, good," Leos nodded. "Hey, you…"

"Darn, Otto this stuff is no good," Slyswift interrupted as she looked into a fresh container covered with frost.

"What, that stuff is dang cold," Otto argued, ignoring Leos as he turned to the coyote transformer.

"The stuff is dang frozen," Slyswift pointed out, copying Otto's phrasing.

"So then just stick it in the volcano for a bit," Otto suggested.

"Then we'd have stuff like the first tank," Slyswift muttered. "But maybe if I pour the first tank through this one…"

"We can thaw out this one…" Otto caught on.

"And the cold from this will restabilize the first!" Slyswift smiled.

"Great, will you two listen to me for a moment!" Leos shouted.

"Oh, hi Leos," Slyswift greeted their new leader. "Didn't see you there, sorry."

"Apologies later, come with me now," Leos ordered.

"What's got your tail in a knot?" Otto asked as they followed Leos out of the room.

The lead Maximal led the other two through several rooms and stopped as he reached a rather barren one with a damaged terminal on the side of a large door.

"Now listen you two, no matter what you must not touch anything through this door, understand?" Leos asked.

"Leos, you're starting to worry me," Slyswift fretted. "What's so important?"

In answer, Leos grabbed the two halves of the door and pulled, managing to strain them open. He led Otto and Slyswift through, in to another volcanic chamber. This one sported a line of stalagmites between them and several pools of lava, with thin paths between the molten rock. A little way in, Leos stopped and pointed directly ahead.

Otto's jaw dropped almost to the floor, and Slyswift's optics grew wide.

A large, yellow, box-shaped ship sat on the far edge of a lava pool. Cybertronian lettering was barely visible on the side facing them, and a pair of mounted turrets were scanning over the lava.

"It's not gonna shoot is it?" Slyswift asked.

"That…that…that…that…" Otto stammered out.

"Slyswift, you know what you're seeing here, right?" Leos asked, seemingly shocked at Slyswift's reaction.

"Yeah…But I know that one, it's not possible and two," Slyswift stated as she pointed at the turret. "That weapon was made to stop Decepticons and would blow us to scrap if it hit us."

"That's the ARK…" Otto finally choked out.

"Exactly," Leos nodded.

"Why is it here?" Otto asked.

Slyswift winced as she remembered what her now broken scanner had pointed out earlier, "I think I owe my scanner an apology now…If that's the ARK then we're on primitive Earth."

"And that means that our ancestors, the Autobots and Decepticons that fought the Great War are on board," Leos nodded.

"Maybe we should go in and check on them…" Otto suggested.

"No, we can't risk that," Leos commanded. "If we have travelled to the past, then that means stepping in there would risk changing the future."

"Maybe we're in the future and that's the ARK as it was left on Earth?" Otto asked.

"Except isn't the original ARK the centerpiece of the Cybertropolis History Museum?" Slyswift pointed out. "The big display that basically screams 'We're what's left of Iacon?'"

All three were silent, staring at the chunk of history before them.

"But…Maybe it wouldn't hurt to make sure the heat hasn't gotten to them," Slyswift suggested, picturing the CR fluid.

"Teletran One will take care of that just before the Great War starts," Leos said, recalling the history. "But for now, we need to make sure the Predacons don't find out about this."

"Yeah, I don't wanna think about what'll happen if they get their claws in there!" Otto worried.

"We'll need to take them off the planet once we find a way back to Cybertron," Leos confirmed.

"Yeah we'll…Wait a minute," Otto paused, shaking his head. "Uh uh, no way, I'm not sharing a ship with the Preds…"

"You'd rather leave them here to mess with our past?" Leos asked.

Otto glanced back to the historical ship and shook his head silently.

"So how exactly would we convince them to come back with us?" Slyswift asked.

"We'll need to talk it out with them," Leos declared. "I'm sure we can make them see reason…"

* * *

Back at the Predacon base, Starscream strutted his way past Quickchange's computer, where the green bot was tinkering with the wiring. He paused and banged one fist down on top of a lab table, drawing the coding expert's attention and brining Memdoth running in from the next chamber.

"Now then," He smiled. "How shall we begin planning to destroy the Maximal threat?"

* * *

Elsewhere, a pair of purple eyes looked down on the blue planet and narrowed in interest.

"Let the Beast Wars begin again," Thought the voice that accompanied the eyes.


	3. Link

**Chapter 3**

**Link**

**Far beyond the perception of man or machine, a lone nebula floated through space. Deep within the cosmic gasses and star clusters, a single entity hovered. A strange being, looking much like a skull formed of silver energy with silver tentacles growing from its scalp like hair. Its purple eyes gazed into the never-ending expanse of space beyond the nebula, drawing focus on an infinitesimally small blue speck.**

"_**It has been roughly seven days in their time,"**_** The energy creature contemplated. **_**"If nothing happens soon then I may get bored with this little game…But this experiment is necessary. I may need to give them another push if things drag on much longer."**_

**In the distance, the blue speck twinkled a bit as day broke over the surface.**

**0000000000000000000000000000000000**

_**BEEP BEEP BEEP BEEP….**_

The rather spacious sleeping quarters that had been claimed by Ottobot were filled with a rather obnoxious, repetitive chime. He was lying on the cot bolted to the wall of the room (currently in his disguise as a rather large river otter), and pressing his paws over his sensitive ears in a feeble attempt to block out the racket.

Finally accepting defeat in that regard, the otter transformer rolled himself out of bed, landing on all fours on the ground. He dragged himself across his room to the opposite wall and carefully snaked his way up a small pile of fallen rubble and through the opening at the top of the wall that led into the adjacent quarters.

Otto had gotten his request; his room was more like two with the center wall having almost the entire top half removed thanks to time and the elements. This had proven a rather advantageous set up for him when he'd found an old alarm clock in one of the rooms that still worked after he had recharged it with a bit of energon despite a multitude of scratches and dents in it. He had set it up on the other side of the room so as to provide incentive to leave his bed when it was time to wake up from his recharge.

It was certainly preferable to Slyswift's suggestions (A few of which involved hooking up some of the faulty electronics to his cot) but at the moment he had no intention to allow himself to awaken from the first round of good recharge he'd had in almost a week.

Hence, once he had successfully navigated the other side of his room, he grasped the clock firmly in his front paws and began slamming the device as hard as he could against the table it sat on. With each strike however, the noise seemed to increase in volume

"Shut up, shut up, shut up!" Otto grunted as he continued his rough treatment.

"Care to repeat that?" Leos' voice suddenly echoed in his head in place of the beep.

Otto stopped, and looked at the clock as a few loose bolts and metal bits fell from the beaten device.

"Sorry Leos, guess that was my radio beeping, wasn't it?" Otto asked.

"Yes, yes it was," Leos answered, sounding rather unsurprised at Otto's reaction. "Your clock went off fifteen cycles ago, remember? I heard you beat the circuit board out of it from the security room."

Otto noted a number of fresh dents on his timepiece that were unrelated to the trauma he'd recently inflicted on it. The ever-reliable clock still displayed a rather accurate time despite the obvious abuse inflicted on it by both Otto and its previous owner.

"So…You needed something?" Otto asked.

"It's your turn to come keep watch," Leos reminded the younger bot. "Oh, and if you and Slyswift would lay off the arguments for today please? The crew of the ARK said they'd like to rest another million stellar cycles or so."

"You got it boss cat," Otto stated as he left his room and headed out into the halls. "Puppy doc gonna be waiting for me at the security station?"

"Probably, though she did step out to stretch her servos a bit before settling in for the last eight mega-cycles of her shift." Leos explained. "I'm heading to my room for now, call if an emergency comes up."

"You got it," Otto agreed, stifling a yawn as he entered the security room.

The security center of the base was really just that in title only. It consisted of the area near the entrance they had first come in through with a multitude of computer monitors stacked on to the round table farthest from the entrance. It had taken some time, but they had managed to get enough cameras and computers up and running that they had a live security feed for the outside of the base. A simple agreement had been set up that they'd each take sixteen hours to watch the monitors, with the shifts staggered so they each spent the first eight hours with one teammate and the last eight hours with the other, before turning in to rest for eight hours themselves.

The strategy looked good on paper, but in practice it had been difficult for Otto to get used to working from sunup to long after sunset then trying to recharge. Even as he transformed into his white and red robot form and took a seat in front of the screens he could feel himself drifting off a bit. He barely registered the sound of the door opening behind him, but he did feel someone nudge his shoulder a bit, drawing him back to consciousness before he slipped off.

Looking up, he saw it was Slyswift offering him a glowing energon cube. Otto grunted a bit and took the object which he spun in his hand as Slyswift took her seat across from him to monitor the other half of the screens.

"Thanks, but I told you I don't like cop…" Otto began as he started to set the cube down.

He paused as the scent of rust and engine grease registered in his processor. He leaned to the side to look around the monitors and saw Slyswift, the center bar of the banded mask she always wore over her mouth pulled back as she tilted up a cube of her own. Otto looked to the cube that sat near him, then back to Slyswift who had already closed her mask back up.

"And you're being nice because?" Otto asked.

"You looked like you needed a boost," Slyswift shrugged. "No reason to get in trouble with Leos over falling asleep on duty. That and I'm not covering for you if you sleep through your shift."

Otto opened his mouth to protest but Slyswift raised a hand to stop him.

"I pulled plenty of all-nighters at the academy, I know what recharge-deprivation looks like," She stated.

"If you'd been having dreams like I've been you'd want to stay awake too," Otto muttered before downing his own energon cube.

Slyswift's optics widened in interest as he she leaned toward Otto.

"What sort of dreams?" She asked.

"The sort that I don't think are any of your business," Otto replied rather rudely.

"I'm just trying to help, I am the closest thing you've got to a doctor around here," Slyswift pointed out. "Weird dreams could be signs of a bigger problem you know."

"That or you're just bored out of your processor and want a cheap laugh," Otto responded.

"If I wanted a laugh I would have let Leos go wake you up in person or volunteered myself instead of using the radio," Slyswift chuckled. "Besides, if we've gotta work together we might as well try to find a common ground…Or at least a good reason not to argue all morning."

"Leos gave you that talk too huh?" Otto asked, shaking his head as the energon finally woke up his systems. "Eh…I guess it won't hurt any."

**00000000000000000000000000000000**

_The first thing I noticed was the sound of rushing water. The dream always seems to start like that. I was in a room, pretty small one at that. There was a curtain over the entrance, but it's open. I can see out into a valley, lined with all these metal sculptures and designs._

**00000000000000000000000000000000**

"Sounds like the old art district," Slyswift stated.

"Um, you mind? You're the one that wanted to hear this," Otto said, looking a bit miffed.

"Sorry," Slyswift apologized.

**0000000000000000000000000000000**

_The room I was in was small, just a bed really. There was a subspace unit on it and I was in the middle of packing some stuff. Looks like I was getting ready for a long trip because the unit has its "maximum capacity" warning light blinking._

_Just as I started to pack again, I got a feeling like someone's behind me. I turned around and saw another bot behind me, a little guy who probably didn't have his first alternate form yet. He looked like he'd be a flier, pretty thin build, light armor, a brown and blue paint job too. He was just standing in the corner, like he was waiting for me to say something. All of the sudden I started talking, like I already knew what I was supposed to say._

"_Sorry, we've been over this Whitenoise," I sighed, like I'd said it before to a lot of other guys. "This is something I've got to go do. Don't worry, I'll barely be gone long enough for you to miss me, promise."_

_Whitenoise suddenly glared at me, like he was mad, and said, "Then how come it already feels like you left?"_

_I couldn't think of what to say, but then another bot shows up. One that I was surprised I hadn't heard coming. He was big guy, probably not much older than Whitenoise but at least twice as tall. Orange and yellow too, probably looking to work construction or rescue._

"_Hey Whitenoise, I've been looking all over for you!" The bigger bot said. "Weren't we gonna check out that weird cave we found at the base of the waterfall today?"_

"_Yeah, I was just finishing up here Rumblequake," Whitenoise responded._

_The two of them walked out of the room, and I get back to packing. I could still kind of hear them over the water though._

"_Hey Whitenoise, I was thinking" Rumblequake started._

_But Whitenoise suddenly interrupted with a cutting remark, maybe one he learned from me._

"_Careful doing that Rumblequake, you wouldn't want to blow a circuit one of these days from the stress," He said._

"_Ha ha ha… Anyway, how are you going to survive without Hydrobolt around?" Rumblequake asked, "He's like your main bot." _

_Whitenoise kept quiet and I finished packing. As I turned around though to start pulling the subspace container he suddenly stuck his had back into my room giving me another glare like I'm doing something wrong._

"_Hey Hydrobolt, how am I gonna survive without you?" He asked me, sounding kinda serious about it._

"_I don't know. I'm like your main bot," I answered._

_He gave me a look like he was sad over it, but I got a feeling like it was for the better. I picked up a video camera and smiled at him as I headed for the edge of the valley and looked down at the water running below._

"_Don't worry, I'll be back and we can we go hang out at Six Lasers Over Cybertron," I grinned. "By then you'll be allowed on the big rides."_

"_Hey!" He yelled, but he was smiling this time, like it was a private joke._

"_And I'll bring back a ton of videos about the trip, and not just the boring documentary stuff if you get what I mean," I laughed._

_Then I waved at Whitenoise and stepped over the edge. That's when I woke up…_

**0000000000000000000000000000000**

"So what do you think, puppydoc?" Otto asked. "Have I flipped my processor or what?"

"I think you're pretty lucky actually, that sounds like you've rebooted enough to recover some memories," Slyswift stated, looking sincerely interested in the case.

"What, you serious?" Otto gasped out, holding his head.

Slyswift quickly detached something from her right arm, and held it up. A small blue light emitted from the end of it. Otto seemed a touch apprehensive as Slyswift stood up and walked around the table to him, but all she did was wave the light in front of his face.

"Just follow it with your optics; this is a standard test…" She advised.

Otto watched the penlight hover back and forth across his vision, and Slyswift finally shut it off after a few more passes.

"Well, you don't seem to have any processor damage," She observed. "If we were on Cybertron I'd advise you see a specialist to be sure, but I'd wager that your memory circuits got a bit scrambled from our extended stasis nap."

"And now they're coming back?" Otto guessed.

"That's the theory," Slyswift nodded.

"Huh…Makes about as much sense as this whole crazy situation," Otto agreed. "So, why am I remembering from when I left and not what happened right before we crashed?"

"Hmm…Your operating system must be rebuilding it in the way that makes the most sense to it," Slyswift theorized as she walked over to her side of the table again, putting away the light as she did so.

Otto fell silent, trying to comprehend this revelation of his while Slyswift set to work on the computers in front of her. After a few minutes of silence between the two, she looked up at Otto with a worried gaze.

"If it's bothering you that much maybe you should talk with Leos," She suggested.

"What makes you think it's bugging me?" Otto challenged.

"You weren't talking," Slyswift pointed out.

Otto opened his mouth, but found himself at a loss for a witty comeback, so he merely turned his attention to the computer Slyswift was working with.

"So…What you got there?" He wondered.

"I'm just getting the scanners online, it's been a bit of a project for me," Slyswift explained.

"Do you ever stop to recharge by any chance?" Otto asked.

Slyswift remained silent, absorbed in her work.

**0000000000000000000000000000000000000000000000000**

"_Name please," A polite voice requested._

_Quickchange found himself looking up at the face of a Cybertronian with a standard blue paint job. He stood in a large room, filled with several more bots filing their way through lines and security gates, a large screen hanging from the wall showing a time table of departures._

"_Laserwave," Responded the somewhat confused robot before he knew what he was saying._

"What?"_ Quickchange wondered._ "Where did that name come from?"

"_Ah yes, you're with the crew of the Axilon, correct?" The attendant asked. "I'm sorry but it seems that your departure has been delayed. We're asking all who are aboard that flight to please wait near gate fourteen. The commander will bring in the stasis pods shortly for loading."_

"_I see, thank you very much," Quickchange responded, again without realizing what he was really saying._

"I must be dreaming,"_ He reasoned. _"And yet it feels so familiar…"

_As he thought this, he had wandered his way toward the gate in question. A small gang of Cybertronians of varying colors and builds was gathered. Some were seated, at least one was leaning against the window to the outside looking at the ship, and a few were up against the wall, tapping their foot impatiently._

_Quickchange looked around and spotted a rather familiar looking blue femmebot was seated nearby, a pair of black crosses marked her shoulders to indicate her as a medic. Across from her was a gray and white femme who seemed was in the midst of an animated conversation with a silvery blue and black bot who had a rifle case strapped across his back._

"Now those guys look familiar…"_ He realized as the blue medic looked up and made visual contact with him. _"Wait an astro-second, that's Medmoth!"

_Despite this strange discovery, Quickchange discovered he was not in control of his own body in this dream. This fact became alarmingly clearer as something plowed into him from behind, sending him sprawling to the ground._

"_Oh…Sorry," Grunted a white bot with red streaks as he helped Quickchange up._

"_That's okay…" He grunted in response, accepting the help._

"_I was just in a rush to get the Axilon before take off," Rambled off the younger looking bot._

"_In that case, you have about two megacycles. We've been delayed," Quickchange heard himself explain._

"_Oh, alright then," The white and red bot grinned._

"Isn't this that annoying Maximal that I put up with earlier?"_ Quickchange asked himself. _"What's he doing here?"

_Quickchange found himself taking a seat as the bot that collided with him dug a small recording device from his subspace unit and began scanning around with it. Quickchange took another look over the crew himself, trying to see what other familiar faces he might spot…_

"Where's Starscream?"_ He muttered as he noticed a severe lack of the impatient flyer._

"Right here, now get up!" A voice thundered in his audio receptors!

**00000000000000000000000000000000**

Quickchange let out a shout as he leapt as high as his anole disguise would allow, landing on all fours and spinning around to see Starscream behind him in bot mode. The Predacon commander had one hand on the pistol by his left hip and seemed sorely tempted to draw it.

"Enjoying your little rest?" Starscream asked. "Managed to get our scanner online yet?"

Quickchange quickly rubbed a scaly hand over one eye, trying to keep himself awake, as he responded, "Actually, I'm close to having the short range radar online…"

"Close isn't complete," Starscream growled.

"I was trying to debug some data that was clogging the system," Quickchange responded.

The computer behind him, which he had chosen to nap at, suddenly let out a series of beeps as the words "Debug complete" flashed on the screen.

"Well, seems I have excellent timing then," Starscream commented as he turned away. "I'm heading out to assist Medmoth on scouting duty. I expect you to have the scanner online by the time I return, understand?" Starscream warned.

"Clear as crystal sir," Quickchange said with a salute.

"Excellent, carry on," Starscream ordered as he marched from the room.

Quickchange sneered before pushing himself up onto his hind legs and shifting into his green and yellow robot form. He looked to the computer he had been working with, a pair of green energy beams shining from his optics onto the screen as he directly interfaced with the computer's hardware.

"_There, short range scanners are on,"_ He thought as a small blip appeared on the screen heading toward another one near the edge of the scanning field. _"And Starscream has left the building. Now let's see about that energon stash…"_

Smiling as he checked the map that he had downloaded into his own memory circuits, Quickchange hurried into the main chamber and quickly located a small tunnel that neither of the others had checked for yet. It was a short walk down it, before the coding analyst reached a much smaller chamber with a metal plate in the center of the floor.

"Alright, come to Quickchange," Smiled the hacker as the beams of code emitted from his optics once more and alight upon the metal.

With a low groan, the square began to lift up. A bright blue light shone from below the patch and Quickchange let out a gasp of fear as he felt his body seize up and arcs of blue energy began to fly over his form.

"Argh..Unprocessed?" He choked out. "Beast…Mode!"

In a flash, the green and yellow bot was replaced by a large anole that was panting after a brush with death. The square stopped rising, and Quickchange grumbled as the coding beams launched from his eyes again and closed the container.

"_What kind of idiot stores raw energon like that?"_ Quickchange wondered. _"Argh…It'll be more difficult than I thought sneaking that past Starscream. My only chance will be to do it small doses and take it somewhere safe, preferably with another processor."_

Quickchange smacked himself as he headed back toward the computer where he had started.

"_A processor that I'll need to build myself…Slag…"_ He thought.

Arriving at the machine, he began checking over the radar screen watching the image of the surrounding landscape as it was scanned by the devices he had repaired.

"_Well, at least I can look for a safe place to move it all,"_ He sighed.

**000000000000000000000000000000**

Leos was curled up in his lion form, resting on the cot in his quarters. His room was highly organized, the few trinkets of its previous occupant arranged tastefully on the desk that signaled this space had doubled as an office of sorts. An alarm clock sat in the center of them all, polished to a shine and waiting to go off in just two hours.

Unfortunately for Leos, his alarm clock was beaten to the punch when the sounds of raised voices began to echo through the base. Leos attempted to turn over and cover his ears in an attempt to shut out his noisy comrades, which resulted in him rolling off the bunk and onto the floor where he immediately landed on all fours.

Now fully awake, Leos grumbled a bit before enabling his transformation protocols and changing into his ten-foot tall robotic form. He stomped his way down the hall and into the security room just in time to see Otto (in beast mode) standing on top of a computer with Slyswift (still in robot mode) hunkered underneath the machine, apparently tinkering with something.

"What I don't get is how you can fix the scanners so you won't find a Pred that's three-hundred feet from the base, but you can pick up a signal that's at the North Pole," Otto chuckled.

Slyswift pulled herself out from under the computer, holding a pair of wire cutters and casting a dark glare at Otto.

"One, this isn't a mechanical problem so it's not that easy for me to fix, I'm not a programmer," Slyswift said with a warning tone. "And two, that signal isn't quite at the North Pole."

"I suppose this is a personal best for you two," Leos suddenly chimed in, bringing the younger transformer's attention to him. "I think your best before now was three hours without an argument, and this doesn't even sound so bad."

"How does this not sound bad? We're defenseless if the Preds launch an attack, we won't be able to see them coming," Otto warned.

"They're just as short-handed as we are, we should focus on this," Leos declared, pointing to the blip on the radar screen that Otto stood on. "Umm…May I ask why you're sitting there, Otto?"

"It's the only place I can sit where she won't try to throw something at me," Otto explained.

Slyswift seemed to be testing the weight of her wire cutters, as if preparing to chuck them as she fully emerged from under the computer, but she quickly returned them to the slot in her arm under Leos' warning gaze.

"Any clues as to what this signal may be?" Leos asked, pointing to the dot again as Otto climbed down.

"Not sure, looks like it could be a distress beacon from the way the energy signature on it repeats the same pattern," Slyswift explained.

"Maybe it's another pod!" Otto cheered. "We could outnumber those Pred heads!"

"Whatever it is, it's worth investigating if only to be sure the Predacons don't try to take it," Leos reasoned.

"But what if they've already found it?" Otto asked. "What if it's something that isn't supposed to be moved?"

"Then we'll need to explain just how delicate our situation is," Leos elaborated. "It's doubtful that the Predacons know that we've been dragged into the past. I'm sure that if we explain that…"

"Explain and Preds really don't seem to work together," Otto interrupted.

"Hate to admit it, but Otto has a point," Slyswift pointed out. "Last time we tried to talk things out they nearly slagged you."

"That was before either of us knew the true gravity of our presence here. Once that's been sorted out they might be more reasonable," Leos declared.

"I just have a bad feeling about this," Otto sighed.

"You and me both," Slyswift sighed.

"Okay, that's enough out of you two," Leos warned. "Let's pack some supplies and head out. The sooner we get to that signal, the better."

"Which of us gets stuck on guard duty?" Otto asked, jerking his head to Slyswift as she left the room to begin packing.

"We're all going, we might need Slyswift's medical knowledge or your combat instincts if I can't reason things out," Leos decided.

Otto started to open his mouth before Leos closed it.

"And I don't think it's a good idea for you two to go without me," He said firmly.

"Fair enough," Otto grunted through his closed muzzle. "'Sides, it ain't like the Preds have enough guys to take the base even with us gone."

Slyswift returned, walking on all fours in her coyote mode with a pair of saddlebags draped over her back. The bags were bulging with processed energon cubes, and Leos fell forward as he returned to his lion mode.

"Alright, let's go," Leos ordered as Otto clambered onto his back.

**0000000000000000000000000000000000000000000**

Quickchange was grumbling to himself as he poured over the computer. Despite his best attempts the long-range sensors of the base remained stubbornly off-line, offering him no options as to where he could potential hide his secret energon deposit.

"Darn this outdated piece of…" Grumbled the lizard as he pounded his tail angrily against the floor, unknowingly trapping one of the spider lights that had wandered a bit too close.

Quickchange grabbed his head as a sharp pain suddenly stabbed through his optics. His vision was overcome with static, which focused back in to find him pinned under his own tail, looking at himself from the back!

"What?!" Quickchange gasped out, lifting his tail up.

His vision began to move, as though he were looking through a camera of some kind, as the light he had trapped scurried off toward the nearest wall and climbed onto it. It stopped and looked back down toward its master as Quickchange found himself looking down at his own face.

"Intriguing…" Quickchange hissed. "It's like a little camera with a wireless connection to my processor. I can see, what it sees…This should be endlessly useful."

Focusing his will for a moment was all it took for Quickchange to return to his own point of view as the light returned to its scheduled patrol route.

"_Probably better Starscream not know about that just yet,"_ Quickchange reminded himself.

His thoughts were suddenly interrupted again by a blaring alarm that began to sound from the computer he was working with. Turning his attention back to the screen, Quickchange scowled as three small dots appeared near the edge of the radar scanner. A small line connected to each dot, labeling them with a red Maximal insignia. Pausing for a moment, Quickchange turned on his radio.

"Starscream, do you read me?" He asked.

"What it is, Quickchange? I'm a bit preoccupied at the moment," Starscream's voice responded.

"I'm picking on the Maximals passing in distance of our short-range scanners," Quickchange reported.

"And you're telling me this now? Why didn't you say anything when they entered the long-range scanner?" Starscream admonished over the communicator.

"They don't seem to be trying to attack. It seems that they're merely passing us by. Perhaps they found something?" Quickchange pointed out. "Maybe you and Medmoth…"

"Let's not forget who's in charge here! I am the leader of this squadron so I'll give the orders!" Starscream shouted.

"_I doubt this glitch-head could lead metal filings with a magnet…"_ Quickchange wondered to himself.

"Your orders then, oh great Starscream?" Quickchange asked with a needlessly sarcastic tone.

"First off, do something about that attitude of yours." Starscream warned. "And second, Medmoth and I will investigate the Maximal's movement. Why don't you check the direction they came from and see if you can locate their base of operations. They must have a cave or something that they're using, and the sooner we know where it is, the better!"

"At once, sir," Quickchange nodded.

"_At least I have a few guards to put on duty," _Quickchange reminded himself as he turned toward the mini-spider lights.

**0000000000000000000000000000000000000000000**

Slyswift brought herself to a halt at the top of a boulder-strewn hill, looking back with a satisfied smirk as she saw Leos clambering his way over the rocks with some difficulty while Otto tightened his grip on the large cat's ruff.

"Having trouble there, boys?" Slyswift chuckled.

"Okay, you're good at climbing hills. You don't hafta rub it…AHH!" Otto screamed as Leos sprang over a boulder and sent the smaller Maximal tumbling to the ground.

"Sorry about that Otto!" Leos apologized, jumping back down and picking up the otter by the scruff of his neck again.

"No, don't carry me like this, please…Come on…" Otto whined.

"Just until we get over this hill, we can't waste time because you're embarrassed," Leos mumbled around a mouthful of Otter.

"I could run out and scout ahead," Slyswift suggested, chuckling a bit at Otto's predicament. "Maybe find a smoother route?"

Leos set Otto down as he reached the top of the hill, and shook his head.

"I don't think that will be necessary," Leos pointed out, gesturing with one paw.

The area beyond the hill was a vast tundra plain, stretching off toward the distance. Hints of snow and ice were littered across the ground, with sparse plant life pushing its way through the rocky, frozen soil. Far off in the distance, it could be seen the ground slowly became whiter with snow and ice.

"Please tell me that the signal is close," Otto grumbled as he climbed back onto Leos' back.

Slyswift said nothing as she started down the hill, Leos struggling to keep up without tumbling all the way down and dislodging his passenger again.

"She's not answering me," Otto pointed out.

"Then maybe you should stop asking," Leos suggested. "We'll get there soon enough Otto. Just stay alert for now."

"Well…At least the Preds won't be able to sneak up on us," Otto sighed. "Nothing to hide behind, we'll see 'em coming from a parsec away."

**00000000000000000000000000000000000**

"You're certain that they won't spot us?" Starscream asked as he and Medmoth kept their gaze on the specs that were the Maximals below them.

"The canine Maximal appears to be a medic like I am, judging by the scanner she had during our first conflict," Medmoth nodded. "Fortunately, I'm equipped with a built in scanner of my own, so I know what the range of hers is. If I can't sense them, then they can't sense us."

"Excellent, chances are those fools discovered something important, and we'll be there to snatch it away when the time is right," Starscream grinned. "We'll maintain this altitude until then."

"Of course, Lord Starscream," Medmoth agreed.

**0000000000000000000000000000000000000000**

"We've been at this for at least three megacycles," Otto groaned from Leos' back. "Slyswift hasn't stopped, or said a word, or do anything other than try to follow that signal. Are we sure she's leading us the right way?"

The landscape had grown bleaker, what little plant life that had existed before was now crushed under a solid blanket of fresh snow. The only disturbance in the white landscape was the trail of paw prints heading toward the distance behind the Maximals and a boulder just a few yards ahead of them. Slyswift seemed completely consumed in her search, not paying any attention to Otto's quip, something that did not go unnoticed by Leos.

"_As I thought, Slyswift doesn't give up easy,"_ Leos said to himself.

"Leos, don't you dare space out on me!" Otto shouted, slapping the lion on top his head.

"Sorry about that, Otto," Leos muttered, shaking the cobwebs from his skull. "Slyswift, perhaps we should rest for a moment."

Slyswift paid no attention, and continued to move forward. Otto shook his head in frustration as the coyote-bot moved closer to the boulder, staying several steps ahead of her teammates.

A low growl came from behind the rock, causing Leos to pause and Otto to stand straight up.

"You hear that too?" Otto asked.

"Slyswift, get back here, something's…." Leos shouted.

Slyswift looked, almost as though snapping out of a trance, just a ferocious bellow came from behind the rock, accompanied by an equally ferocious bear! It towered over the femme, who swiftly dashed back to her comrades.

The enormous creature glared at the three intruders, it was easily twice as high as Leos' lion form from shoulder to ground. The lips on its short muzzle were pulled back to reveal rows of sharp teeth, currently stained with blood. Similar stains marred the front legs and chest of its shaggy, brown-and-white coat, and were made all the clearer as it stood onto its hind legs and roared at the Maximals.

"You had to lead it to us, didn't you?" Otto grumbled sarcastically as Slyswift ducked behind Leos. "Ottobot, Maxi…Hey!"

Otto suddenly found himself pulled from Leos' back by gravity as the lion pitched to the side and dumped him to the ground. In an all-too-familiar motion, Leos pinned the smaller Maximal under one paw and lowered his head.

"Otto, remember what we discussed near the ARK?" Leos hissed. "We're in the ancient past, any change here could affect our future!"

"What, I wasn't gonna do nothin'!" Otto protested. "Besides, if we don't do something, that thing's gonna have a major impact on our present!"

"Sorry guys, I didn't see it…Watch out!" Slyswift screamed.

The bear was on all fours again, charging toward the trio. Otto yelped in fear as Leos swatted him out from underfoot as he rolled to the side. Slyswift followed Otto as he tumbled over the snow, and the bear plowed right past cutting a trail through the snow between Leos and his cohorts.

The bear spun toward Leos, a low growl rising in its throat as it recognized a fellow predator. Leos growled in return without realizing it, baring his teeth as he did. He swiftly stopped himself, shaking his head in confusion.

"_What in Primus' name? Could this beast mode be affecting my processor somehow?"_ Leos asked himself.

His wonderings ceased as he noticed the Bear seemed wary now, but still more than willing to charge. Leos growled again, taking a step forward as the noise built itself up. The bear stepped back, confused by Leos' behavior. It stooped forward and bellowed once more, but Leos did not stand down.

Slyswift and Otto both covered their ears as Leos let out a deafening roar of his own, causing the ursine to stumble back again. It gave Leos one last look, before turning and lumbering off at a fast trot. Leos took several deep breaths before looking to the other two.

"What happened to 'changing the past?'" Otto asked.

"Technically, he didn't change anything, the bear's still alive," Slyswift pointed out.

"Yeah, well…What's with that roaring-thing anyway?" Otto wondered, staring at Leos.

"I'm not entirely sure, but it felt…Oddly refreshing," Leos smiled. "Anyway, that's not important now. Slyswift, can you still pick up that signal?"

"Oh yeah," Slyswift gasped, concentrating for a moment. "Hmm….Got it! It's not far now!"

"That's what we thought three megacycles ago," Otto pointed out as he climbed back onto his usual mount (Leos).

"Really? Didn't feel like that long," Slyswift said, sounding surprised.

"_Like I thought, she a complete work-aholic," Leos reasoned._

"_And I thought one space-case was bad,"_ Otto said to himself as he laid back while Leos began moving.

**0000000000000000000000000000000000000000000000**

Well outside of Slyswift's scanner range, the bear had found some new threats to its territory. Starscream and Medmoth were scrambling across the ground as quickly as their beast-modes would allow, seeing as their wings had grown too tired from the long flight to continue carrying them.

Their short break had turned sour, however, as the agitated beast stalked toward them.

"Where did this thing come from?" Starscream worried.

"I'm not sure, but I know where it's going," Medmoth responded. "Medmoth, terro…"

"No don't!" Starscream interrupted. "We're out of the Maximal's scanning range, but a plasma bolt is sure to draw their attention!"

"Right…Feeling rested?" Medmoth asked.

"Remarkably so," Starscream nodded as the bear began to charge. "To the sky!"

The beast rumbled past just as the fliers managed to leave the ground. It stopped, gazing up at its meal as it flew away, and huffed, heading off to whatever fate history deemed for it.

**00000000000000000000000000000000000000000**

"Well, this shows promise," Quickchange grinned as he gazed upon the front doors of the Maximal base.

Seeking out the Maximal base hadn't proved as difficult as the task had first seemed. Basing his search area off the surrounding landscape and the direction the Maximals had been moving on the radar, Quickchange had had little trouble in figuring out the general location. Seeing as the nearby mountains seemed more likely than another trapdoor in the plains based off his maps, the anole had only needed a few hours of scouring the rocks to find his target.

"_Three megacycles of searching, not bad for a solo job,"_ He congratulated himself. _"Now, what's the best way in?"_

Looking over the doors, it was easy to spot the keypad, with the numbers repainted on the buttons. He stared up at the device for a moment, before shaking his head.

"_I could hack it in a minute, but any method I can think of might leave signs I've been here,"_ He reasoned. _"Just like a computer, there must be a back way in."_

His eyes narrowing, Quickchange spotted what appeared to be a trail running along a slope to the side of the doors. There were a few signs of wear on the ground, as someone or something had been climbing and down it on a semi-regular basis for a few days. Flexing the talons on the end of his agile digits, the Predacon made his way to the slope and began picking his way up.

"_This should do nicely,"_ He thought as he followed the trail around the side of the rocky precipice.

An hour and a half later, Quickchange was slinking his way around, nearing the apparent end of the trail. The path seemed to have deposited him on the far side of the mountain, and a good deal higher up on it than he started. He had been traveling long enough that his scales had naturally adopted the gray-and-beige coloring of the granite around him.

As such, it came as a surprise when a barrage of laser fire suddenly came flying toward his positioning, forcing him to take cover as a multitude of burn marks were scorched into the stone.

"_That was close,"_ He thought, his body on high alert as he peeked from around the rock he was hiding behind.

A trio of turrets was set into the side of the mountain, on located above the other two. The one closest to his current position was obviously not the one that had fired: it was pointing to the ground, barely hanging on by a few wires. The one on top was jerking back and forth, pausing every few rotations before sputtering back into motion as it scanned over the third turret.

The third one seemed most likely to have been the aggressor. It smoothly rotated back and forth, regularly bringing a Maximal insignia into view.

"_Maximal auto defense turrets, eh?"_ Quickchange wondered. _"Looks like they've seen better…Epochs. Those things must have been left alone from around the same time our base was abandoned."_

The two functional turrets continued their patterns for another moment, until they were suddenly pointing at one another. A series of beeps echoed out from both devices, until finally both of them slumped down with a whine as they shut off.

"_Defense turrets that disable themselves? Works for me,"_ Quickchange grinned. _"Now just what were you defending, I wonder?"_

Quickchange plodded his way past the turrets, pausing for a moment as he noticed the tunnel entrance that had been hidden from view just a moment ago. He looked up as the turrets began to beep and whir back to life and swiftly hurried in, noting a sharp rise in the temperature around him.

The tunnel started off quite dark, until the Predacon made his way around a small turn. His optics adjusted as the area was now bathed in a dull, red glow, the air around him filled with ash and soot. Picking his way carefully along the trail, he emerged in a new chamber, this one with only a thin ledge running its way to a metal door, the only source of light being a massive pool of lava far below.

"_Nice location,"_ Quickchange thought with a sarcastic tone. _"I should keep a summer home here."_

The door proved easy to reach, and quite simple to open. Apparently the Maximals hadn't felt the need to attach a lock to this entrance yet, possibly given how well hidden it was. Beyond it the room was much cooler, probably because of the CR chambers set up along the far wall. A small assortment of tools lay near them, and one chamber seemed to be in the middle of being repaired. Only one surface seemed uncluttered with spare parts: A small table with sooty paw and footprints, no doubt left by the one working on the chamber.

"_Tools lying around, someone left in an awful rush,"_ Quickchange thought. _"Oh, enough of this. Where is their central computer…"_

Making his way out of the room, He found himself in the middle of a hallway. To the left, he could see what looked like an energon processor, though much than the one from his base, and a few chairs. The trail to the right led to a corner, with a slight hum coming from around it. Quickchange headed for the corner and made his around, rewarded by the sight of the circular table of computers.

"Jackpot," He grinned as he headed to the base of one of the machines.

Prying off the front of the machine, Quickchange swiftly swapped out of his beast mode and back into robot form, this time leaving his weapon strapped to his back. He carefully unhinged one of the spider-bots from his waist, and smiled as he began wiring the little drone into the computer's circuits.

"There we go my little friend," Quickchange assured the machine. "With you acting as the transmitter combined with the technology back at base, those Maximals will never know that their radar data is ours too."

Quickchange swiftly closed up the computer, then set about programming the machine. His eyes shone green as he glared at the screen, data flying across the terminal as he programmed as quickly as he could think.

"Now I just erase the evidence of my tampering and…There! All the radar, half the work, and a spy camera to boot," Quickchange laughed as he shifted to robot mode. "Quickchange you are some kind of genius."

**00000000000000000000000000000000000000000000**

Slyswift stopped moving, leading Leos to draw to a halt behind her. The coyote began to paw at the ice beneath them, an interested look crossing her face.

"It's right here," She smiled, looking to the other two.

"What? You mean it's right under us?" Otto wondered, dropping down to the ground and brushing the snow off the ground.

Slyswift began walking in a large circle around the area she had indicated, muttering to herself before returning to where she had begun.

"Yep, must be underground…" Slyswift confirmed before noting that it was not soil beneath the snow. "Or ice as the case may be."

"Well, this was a…" Otto began before noticing Leos was walking the same circle Slyswift just traversed. "Oh please don't tell me I'm the only sane one left…"

"Over there, I can see a cave," Leos said, coming to a stop as he gestured off into the distance with one paw. "It could lead underneath here."

"Or to another bear!" Otto argued before noticing Slyswift was, again, wandering off, this time toward the cave.

Otto sighed and climbed back onto Leos as the lion began to follow again. None of the three noticed two specks heading toward the distance in the sky though.

**000000000000000000000000000000000000000000000000000**

"You're certain that they're heading under the surface?" Medmoth asked, watching the trio she and Starscream had been following head for the cave. "That cave may not go underground…"

"Trust me, I have a feeling it does," Starscream assured his subordinate as they headed toward a huge split in the landscape. "And since we've got the aerial view, I think it's safe to assume that that rather large gap in the ice can take us to the same spot they're going."

"_And if I'm right, I know just who's down there…"_ Starscream thought.

As the two passed over the crack, they both turned down, plunging toward the opening. They passed down, into the ice, dodging ledges of frozen water and crystalline spikes jutting from the walls before landing in a rather pretty tunnel, illuminated from above by sunlight filtering through the ice crystals.

"I'm not picking any Maximal signatures," Medmoth confirmed, looking around them. "This area…It's rather beautiful down here, isn't it?"

"Yeah, sure. Come on, this way," Starscream ordered, gesturing down the tunnel. "And stay in beast mode, we can't be sure how long this tunnel is."

The pair of Predacons scuttled through the frozen path as quickly as they could, Medmoth scuttling on her six limbs while Starscream followed in a strange shambling motion, digging his talons into the ice below him.

Their travel wasn't as long as Starscream had remembered. Soon the duo found themselves in a gigantic chamber, facing a huge wall of ice. The shadow of something just as large was frozen within the wall, but the weak rays of light reflected by the ice they had left behind couldn't reveal any details.

"What is it?" Medmoth breathed, still awestruck by the cold beauty of their surroundings.

"I may have an idea, does your robot have a light other than the laser pistol?" Starscream asked.

"My emergency lights used to be directly by my optics, but this new form seems to have changed things," Medmoth explained. "Perhaps…Let me try something. Medmoth, terrorize."

The moth jumped from the ground and spun in midair, swiftly shifting into her devastatingly attractive robot mode. Her dark coloring blended in almost too well with her surroundings, but was contrasted as the eyespots on her wings began to shine like a pair of headlights. The light was caught and reflected around by the ice on the walls and ceiling, quickly illuminating the whole room.

"Impressive," Starscream grinned as he switched to his own robot mode, though it was not the light that impressed him.

"By Primus…" Medmoth gasped. "Is that…"

Behind the ice wall, the figure was now clear. A massive robot, white with red and blue highlights over his wings and his front was entombed inside the wall! One hand was reaching up, as though fighting to free himself before freezing.

"Skyfire," Starscream said, pressing one hand against the ice wall.

"What does this mean? He's one of the warriors from the Great War!" Medmoth exclaimed. "He shouldn't be here unless…Unless…"

"Unless we were somehow transported into the distant past," Starscream finished for her. "And that, my dear Medmoth, seems to be exactly what happened. When our fellow Predacons were chased by the Maximals, they must have used a transwarp field to try and escape, leading them to Earth, in the distant past."

"To the times before the Great War," Medmoth gathered. "This is remarkable!"

"More so than you realize, you know the history of this particular Transformer, don't you?" Starscream asked.

"Of course, he betrayed the Decepticons to join the Autobot army," Medmoth nodded. "If it weren't for his interference, the Autobots would have been pretty much relegated to the North American continent."

"Ah, exactly what I was thinking," Starscream grinned, unholstering his pistols. "Medmoth, have you thought of how much better things could have been for Predacon kind had the Decepticons won the Great War?"

"The thought had crossed my mind," Medmoth nodded. "Starscream, do you mean what I think you mean?"

"We understand each other well, if we destroy the traitorous Skyfire here and now, who is there to help the Autobots stop the international workings of Megatron and his ilk?" Starscream mused as he pointed his weapons at the ice. "Shall we do it together?"

"Let's!" Medmoth said with a sadistic smile as she pointed her mini-pistol to the same target.

Before either one could pull the trigger though, a bolt of crimson plasma suddenly struck the ground to their left, resulting in a crack that began to spread its way up the icy tomb's side. Starscream and Medmoth failed to notice the crack as they turned to see a rather perturbed Otto, pointing his weapon at the both of them.

"Alright Pred, drop your pistols and no one gets hurt!" Otto commanded, Leos and Slyswift running up behind him.

"Better idea, how about we don't drop our weapons and only _you_ get hurt!" Starscream yelled, peppering the area around Otto with a barrage of laser fire, sending the young Maximal scrambling for cover.

"This is why I said it was important to stick together," Leos scolded as he and Otto ducked behind a cluster of ice shard.

"Hey, did you two see what they were aiming at?" Slyswift, looking worried.

"No, I was too busy making sure Otto didn't hurt himself," Leos explained.

"You're gonna flip your motherboard, take a look…" Slyswift cautioned.

Leos and Otto peaked out from their cover, their optics going wide just before they ducked back down as Medmoth sent a flurry of her own attacks flying at them.

"Was that…?" Otto asked.

"I don't believe it…It's Skyfire…" Leos gasped out.

"Leos, you aren't gonna do something stupid are you?" Otto asked.

"Isn't that your department?" Slyswift pointed out.

Before Otto could come up with a witty retort, Leos suddenly bounded out from behind his cover, and lay flat as he could as he shouted, "Stop! Do you realize where we are?"

Medmoth and Starscream both ceased fire, and Starscream grinned as he looked over his shoulder to see the cracks in Skyfire's prison.

"Oh do I," Starscream grinned. "Hope you enjoyed those fables that I'm about to make out of history Maximal!"

"Shall I hold them off, Lord Starscream?" Medmoth asked, taking aim.

"You do that Medmoth, I have a timeline to rewrite," The Predacon leader nodded as he took aim again.

Another shower of laser bolts struck the ground by the flier's feet, forcing him to turn around to see Otto taking aim for another shot.

"Starscream, huh? Pretty big name you have there," Otto grinned.

"Otto, stop that! You could do some serious damage if you aren't careful," Leos ordered.

"Leos, they're gonna try to do some serious damage!" Otto responded.

"Just let me try and reason…" Leos began.

"Oh that's it, enough talk. Medmoth, shut 'em up while I do this!" Starscream yelled.

Otto let out a shout of surprise as Leos, once more, knocked him aside just in time to avoid Medmoth's laser blasts. Starscream spun back to Skyfire, planting several well placed shots in the wall he was trapped in. The ice split, huge chunks tumbling down and crashing to the ground, requiring Starscream to run back to avoid being crushed. The broken ice left Skyfire's raised arm unsupported now, and the limb fell limply to his side with a horrible shrieking noise of metal on metal and the crumbling of more ice as it banged against its prison.

And then chaos broke loose.

**0000000000000000000000000000000000000000000000000000000000**

**Beyond time and space, the mysterious observer noted the beginnings of strange storm brewing on the planet he had been watching.**

"_**Ahh, it would seem things are finally picking up,"**_** The observer noted. **_**"Though a time storm may be more than I anticipated."**_

**000000000000000000000000000000000000000000000000000000000**

Leos fell to the ground, screaming in pain as his body began to shimmer with a strange, blue energy, becoming nearly transparent as it did so. Otto fell to his knees by the team leader, now going ignored by Medmoth (who was staring as a storm of blue light raged through the caverns creating more dazzling patterns in the ice) and Starscream (who was too busy laughing maniacally to notice anything around him).

"Leos, aw man…Medic! Slyswift where are ya?" Otto shouted, looking around frantically for the mdicbot. "Oh, fine time for her to disappear!"

Otto pointed his weapon right at Starscream, with a sneer on his face as he fired several shots toward the Predacon leader. Starscream ceased laughing as the attacks blazed to the ground by his feet, Otto's aim thrown askew by the howling winds and lightning.

"What're you laughing about Pred? You still got me to deal with!" Otto threatened.

"Not for long I won't," Starscream responded, pulling out his guns. "Medmoth, care to assist me?"

"With pleasure, Lord Starscream!" Medmoth cheered as she began firing wildly alongside her leader.

Otto jumped back, his eyes sweeping around the room…

_A trio of training drones closed in on the young Maximal as he dashed underneath a stretch of metal beams bridging the two huge construct on either side of him. Another pair of drones opened fire as he swiftly hunkered down behind a metal crate on the training zone, peering out from behind his cover as the drones moved in closer…_

"_That might work,"_ Otto reasoned to himself as he dashed behind one of the chunks of ice that had fallen from Skyfire's prison and landed near the opposite wall.

Starscream closed in on the hiding spot, Leos frantically lashing out with one hand from his prone position only to turn transparent again and watch as it phased harmlessly through Starscream's ankle. Starscream grinned down at the Maximal leader as he faded to solid again, and lashed out with a sharp kick right to Leos' side, sending him sliding across the ice.

Starscream stopped right at the edge of the ice block that hid Otto, and pointed one of his guns at the young Maximal while aiming the other back at Skyfire. Medmoth stood back-to-back with her commander, keeping her weapon trained on Leos as he faded in and out with unnerving frequency.

"Any last words?" Starscream taunted.

"Yeah, look up," Otto answered, nonchalantly aiming his weapon straight up and firing a blast of plasma to the ceiling.

_With a shuddering squeal of tearing metal, the now weakened supports for the girder "bridge" gave way, sending the two drones and multiple tons of metal cascading down upon their comrades._

"Beast mode!" Otto shouted, pushing himself across the ice as the sound of a massive grouping of icicles showering from above drew the attention of his aggressors.

Otto laughed as his slick, brown-furred body slid across the slippery floor with ease, avoiding the shower of sharpened water crystals that pinned Starscream and Medmoth to the ground as they attempt to protect their fragile wings (or arms in Starscream's case). Otto swiftly spun around, shifting back up to his robot mode and sprinting right in front of Starscream, pulling out his pistol as the winds howled even louder than before.

Starscream looked up from where he was, gritting his teeth as he realized he had dropped both of his weapons and was now staring up into the barrel of Otto's. Otto quickly stooped down and picked up one of Starscream's guns, allowing the Predacon leader a brief glimpse of the wall of blue wind that now lined the inside of the cave.

Otto was standing with Leos just behind him, both of them facing toward Starscream. Otto trained one weapon on each of the Predacons before him, looking up from them to Skyfire as he noticed a column of blue wind had formed over the massive mech's chest plate.

"Spill it Screamer, how do I stop this?" Otto ordered, tensing his digits over the triggers.

"Oh please, like I'd tell you even if I knew!" Starscream retorted. "Go on, shoot me! In a few cycles you'll cease to exist and so will any damage you'll do!"

"Cease to…" Otto began to parrot before seeing his hand begin to fade away. "What…What's happening anyway?"

"You are a slow one, aren't you? That's Skyfire there, one of the key players on the Autobot's side in the Great War!" Starscream laughed. "Without him, the Autobots could never have stopped the Decepticon's plans in the early days of their time on Earth!"

"Leading to the glorious victory of our kind!" Medmoth cheered with a huge grin. "And with that, we Predacons will have our rightful place as ruler of Cybertron. I can't I envy you and your friend little Maximal. I'd imagine ceasing to exist will hurt a great deal."

The storm increased in intensity, making it difficult for anyone to even see what was going on right in front of them as blue energy crackled over the four in the chamber.

"And what'll hurt even worse is the one that fades last will have had to watch their little disappear forever!" Medmoth cheered, the winds reaching a deafening howl that drowned out all other noises.

"NOOOO!" Otto howled, the winds forcing him to cover his face as a bright burst of light filled the chamber…

**0000000000000000000000000000000000000000000**

Quickchange stared out at the dark clouds gathering to the north, a sense of deep foreboding rising in his chest.

"_Starscream, what the slag did you do?"_ Quickchange wondered as he watched the storm.

**00000000000000000000000000000000000000000**

Silence reigned inside the ice chamber.

Slowly, Otto lowered his arms and looked around.

Starscream and Medmoth were still pinned to the ground before him. Both seemed confused as they tried to struggle loose from their impromptu prison.

"What the…how? What happened? How is it that nothing's changed?" Starscream frantically asked, trying to stretch one arm out enough to reach his second blaster.

"I dunno…" Otto wondered, looking around before drawing a bead on the two before him. "But I am not complaining!"

Before he could fire, a massive hand closed around both his arms and forced them to point to the ground.

"That isn't…The Maximal way, Otto," A familiar voice panted out. "I thought we covered that already."

"Leos, this is really not…Leos!" Otto cheered as he turned to face the larger bot. "You're okay!"

"Not for long he's not!" Medmoth screamed, managing to pull out her own blaster and firing a barrage of shots into the ice crystals around her and Starscream.

The icicles shattered into a barrage of sharp fragments that bounced off Otto and Leos' chest plates and Starscream jumped back up and wrestled his gun away from Otto. In a just a moment, the situation had reversed itself: Leos and Otto now found themselves held at gun point by the two Predacons.

"Okay, plan B," Starscream growled. "If you won't stop existing, I'll just scrap you the old fashioned way!"

Medmoth's grin was slowly fading though as she saw a red dot project itself onto the back of Starscream's head…

"Starscream, get down!" Medmoth warned, knocking the flier off his feet as she dropped to the floor herself.

Starscream let out a yelp of surprise as he found himself on the ice again just as a blaster bolt drilled a fresh hole into the far wall (passing right over Otto's shoulder on the way). Otto looked up, trying to spot the gunbot, and the angered glare he had adopted gave way to a look of surprise as he saw a pair of glowing blue optics observing from the newly torn gap in Skyfire's armor.

"Hey, who's up there?" Otto asked, moving his gun from the prone Predacons to the new figure.

"I should think it's obvious, she's been missing for long enough," Leos sighed. "Good shot, Slyswift."

"Not really, I didn't hit him," Slyswift complained over the pair's radios. "And before you complain, I did mean Starscream, not Otto."

"Well, good hiding place you got, puppy doc." Otto congratulated. "Didn't want to join the fight sooner?"

"I wasn't hiding!" Slyswift protested.

"I'm sure," Otto muttered sarcastically before noticing Leos had unholstered his rather large gun and was pointing it at Starscream and Medmoth as they eased their way to their feet.

"Okay you two, I'm giving you one warning. Leave now, and don't even think of coming back," Leos said calmly, his weapon letting out a high pitched whine as it charged. "Otherwise, I'll make sure you two aren't a factor in anymore incidents around here."

"Like you'd really shoot us," Starscream sneered. "I told you, that sort of talk won't get you anywhere unless you're willing to use that toy."

Leos remained silent, and Starscream raised both his pistols to the Maximal. In one swift motion Leos swung his own weapon upward, knocking Starscream's hands straight up and sending the two weapons spiraling into the air. Leos lowered his gun again, pointing it right at Starscream's face just as the two pistols spun back down, each one landing neatly in its holster.

"Wow, that's impressive," Medmoth said with a low whistle.

"Medmoth, transform and fall back to base," Starscream muttered.

"But, sir…" Medmoth started to argue.

"We're in no condition to fight these odds. I say, live to fight another day," Starscream declared. "Beast mode!"

In a whir of gears, the two predacons had adopted their animal disguised. Leos was forced aside as the moth and the archaeopteryx flew past as quickly as their wings could carry them, jetting back down the way they had come in. Otto pointed his weapon toward their fleeing backsides, only for Leos to again force his hand down.

"Are you crazy Leos? We could just…" Otto started to argue.

"Anymore fighting down here could further damage Skyfire. Don't worry, I have another idea on how to make sure they won't find him again," Leos assured the younger bot. "Slyswift, are you finished up there?"

"Almost, I just need to make a few more repairs," Slyswift reported.

"Repairs? So you were fixing the damage Starscream did, weren't you?" Otto realized as Slyswift vaulted out through the hole.

"That, and more," She reported, holding up a handful of burnt out and corroded wires and tubes. "You wouldn't believe the condition that the energy feed for his spark-casing was in! I had to replace most of it. Lucky, a bot his size usually has a few spare parts stored away right inside in case of emergencies."

"How many spare parts?" Otto asked.

"Not enough that I didn't wind up having to jury-rig a few connections and hotwire a couple bits, but so long as he doesn't move around a lot he'll be fine till the Decepticons finish the job in a few million stellar-cycles." Slyswift assured the other two.

"That was some fast thinking there," Leos congratulated the coyote-bot. "How were you so sure you could repair it?"

"I wasn't, but it wasn't like I had a choice," Slyswift pointed out. "It was that, or let Starscream win."

"I applaud your decision then," Leos nodded. "Now come on, we need to seal this place away to make it harder for the Predacons if they try to come back."

**000000000000000000000000000000000000000000000000000**

Sealing the cavern had proven fairly simple. Some of the larger chunks of ice were easy enough to pull into place to block the sole entrance to Skyfire's resting place. A few moments with some spare coolant packets from her medical kit, and Slyswift had frozen the entrance shut, sealing from the outside world.

"Now we just have to worry about global warming," She joked half-heartedly as she resumed her beast mode.

Leos was already in lion form, with Otto perched on his back. The trio began making their back through the tunnels the way they had come, taking a branching which led to the cavern they had entered on the surface.

"I want to thank you two for keeping things together so well while I was…Indisposed," Leos said, nodding to his subordinates. "You both showed impressive skills in stopping Starscream's plan."

"You act like this is a big surprise," Otto chuckled. "So, anyone want to clear up how those little blasters did so much damage in the first place?"

"It wasn't really the blasters," Slyswift explained.

"So he was nearly killed by his own arm?" Otto guessed.

"Would you let me finish? Otto, have you ever skipped your maintenance appointments back home?" Slyswift asked.

"Are you joking? I'm a lot of things, but the doc bots will tell you I've never been late to a meeting with 'em," Otto declared.

"Well Skyfire is about two or three-million stellar cycles overdue for one," Slyswift pointed out. "And time combined with the atmosphere and the elements around here does some nasty things to Cybertronians. That's why his distress beacon reached the level we could pick it up at, it was a last ditch effort to get help."

"So he was about to go off-line permanently even before Starscream messed with him," Otto growled.

"Actually, if Starscream hadn't caused his arm to fall and rip that hole in his plating that I had to patch up, I wouldn't have been able to fix him!" Slyswift went on.

"Of course, I'd imagine the excess movement only aggravated things anyway," Leos pointed out. "But this raises an interesting point, doesn't it?"

"Like what?" Otto asked.

"Slyswift, how long could Skyfire have lasted if you hadn't treated him?" Leos asked the medic.

"One, maybe two, stellar cycles. If there'd been no activity," Slyswift declared.

"Wait, but Skyfire was in the Great War, he couldn't have died before then," Otto chimed in.

"And he didn't. We intervened because history said Skyfire was a key point in the Great War, and now history says that because we intervened," Leos said.

"So, what? We fixed time? Patched up a hole or something?" Otto rambled.

"More like there would have been a hole even if the other Maximals had remembered to take all of us, right Leos?" Slyswift pointed out.

"Exactly, and I have a feeling that there might be more that we'll need to keep an eye out for," Leos nodded.

Slyswift paused for a moment, then shook her head and muttered, "Oh no. I'll need to examine everyone on the ARK and Teletran one when we get back."

"Why, they ain't on ice," Otto pointed out.

"Remember the CR fluid?" Slyswift challenged.

"Hmm, point taken," Otto nodded. "Oh, one last thing Slyswift."

"Okay, shoot," Slyswift nodded.

"You finished all the repair work and gave us cover fire without needing to go to beast mode," Otto pointed out, nudging Slyswift's shoulder from Leos' back. "You're shields aren't that good."

"Oh, well it seems that robots Skyfire's size have their own energon shielding thanks to their armor and size, plus what they had built in…" Slyswift paused, mulling it over. "I'd say their shielding is at least five times stronger than ours. While I was inside, it was like being back at base."

His curiosity satisfied, Otto settled back down on Leos as the group exited the cave.

"Maximals, we've had a long day, let's head back to base," Leos ordered.

**0000000000000000000000000000000000000000000000000000000000000**

"Ah, the conquering heroes of the Predacon army return," Quickchange joked as Starscream and Medmoth dragged themselves into the main chamber. "So, how went the hunt? Find anything interesting?"

Starscream shot a cold glare at Quickchange, who just smirked as much as his beast-mode allowed.

"Well, you'll be to hear that I managed to plant a spy camera in the Maximal base and fix our scanners," Quickchange bragged, pointing to the radar display on his computer screen.

"Looks like you have a blind-spot there," Medmoth pointed out, indicating a large black patch on the screen.

"So? It's so far away that there's no way that it could benefit the Maximals," Quickchange pointed out. "They'd pass out of it long before they even got within two miles of us."

"Fine, whatever, I don't want to be disturbed for a while," Starscream hissed out as he headed for his room.

Quickchange smirked at Medmoth, who shook her head in disgust and shambled over to her own recharge berth to lay down. Quickchange just chuckled to himself a bit as he set to work on a new program to pass the time.

In his room, Starscream couldn't help but replay the events of his recent battle over and over in his head.

"_How did it happen?"_ He wondered…

_Starscream stared down at his former friend, Skyfire, trapped half-frozen in the ice as he continued repairs. Carefully, he checked the wiring and tubing around the larger bot's spark casing, an interested look crossing his face._

_The wires around the spark casing showed signs of more recent welding than the rest. Granted, they still needed repair and replacement, but they were in much better shape than the rest had been…_

"_They have a medic on their team…Slyswift, wasn't that what they called her?"_ Starscream wondered, pulling himself back to reality. _"She fixed him, she was the…ARGH!"_

Starscream lay flat on his berth, fuming with rage.

"All those years ago, that welding I saw in Skyfire's chest…It wasn't done before leaving Cybertron, it's what that Slyswift did just today!" Starscream shouted, before a smile began to cross his features as something dawned on him. "Which means if I destroy them soon enough, they won't be getting in the way again!"

Back at the computer, Quickchange spotted a small icon appear in the corner of the screen. He smiled, accessing the icon and watching as a video feed from the Maximal base began to play, showing Slyswift and Leos sitting down in front of the computer banks while Otto plodded his way to the energon processor.

"_Hmm…I'm not getting any sound,"_ He realized. _"Oh well, no matter I just…Huh?"_

Slyswift had just jumped from her seat, and was gesturing for Leos to look at her computer screen. Leos peeked over her shoulder, blocking Quickchange's view as he did, then he patted Slyswift on the shoulder with a proud look. Slyswift seemed confused, but didn't argue with it as she sat back down.

"_What are they so excited about?"_ He wondered, zooming in on her screen. _"Good thing I'm patched into all their security cameras, spying like this is a piece of…Oh no…"_

Quickchange was staring at the radar array on Slyswift's screen in utter horror. It showed an identical feed to what his own radar system had been showing, and indeed, still was when he closed the video to check.

"_This can't…No! The feed I put down to intercept their long-range scanners goes both ways! They've picked up the feed from our short-range scanners,"_ Quickchange fretted. _"Oh…When Starscream finds out about this, he'll skin me alive._"

Taking a deep breath, Quickchange looked over his shoulder to Medmoth, who was most assuredly in a state of deep recharge.

"_Of course, no one said he _had _to know,"_ Quickchange reasoned. _"And this means the Maximals won't bother fixing their own radar anymore, so hiding my energon stash from both sides will be all too easy."_

Quickchange's eyes locked in on the dead area of the radar screen, and his smirk returned.

**00000000000000000000000000000000000000000000000000**

"**So, the storm has ended," Realized the all-knowing figure as it turned its gaze away from Earth. "Things should be quiet for a while as long as my toys play nice."**

**It fell silent as it noticed two more had appeared behind it. Like the first figure, they appeared as skulls with tentacle like hair formed from colored light. In the case of these new ones, one had red eyes and the other blue.**

"**Care to explain just what these new 'toys' of yours are?" Asked the red-eyed one.**

"**Or need we remind you the Vok exist to preserve time, not tamper with it," Roared the blue one.**

**The purple-eyed Vok laughed, "But the last of us to play with this kind left it a mess. Don't you remember:**_**Eno era lla taht yad eht llit niamer lliw ti os?**_** How will this happen if some are left behind, and others fade before their time?"**

**The other two Vok blinked, and looked to the one another, then pushed past the first Vok.**

"**We will need to study to ensure your fears are true. You will not interfere until we are done," Declared the red-eyed one.**

"**Just don't destroy my new toys, we only have so many options at our disposal, as you'll see," The purple one spoke.**


	4. Reinforcements

Beast Wars Unsung

**Reinforcements**

The sun had just passed high noon for the third time since the strange anomaly that had happened to the far north. In a mountain range far below, shadows were beginning to extend over a pair of massive doors set into the cliff face.

And behind those doors, deep within the Maximal base, Leos was just starting to rouse himself from a deep recharge session with the assistance of a beeping alarm clock by his head. The lion transformer groaned as he opened one eye to look at the time piece, and sluggishly lifted one paw and brought it down on top of the clock to silence it.

Unfortunately, this had the side effect of pulling him off balance, and he grunted as he spilled from his cot onto all fours on the ground.

"_And I thought resting in beast mode would help my sense of balance,"_ Leos said to himself as he dragged himself from the room and headed toward the security hub. _"Maybe that strange time storm had a bigger effect on me then we thought."_

As he made his way down the hall, Leos was barely able to register that he couldn't hear his companions (Slyswift and Ottobot) arguing like he usually could. In fact, the only sound he could pick up was a hollow, rhythmic tapping noise, like someone knocking on metal.

Entering the security hub, Leos paused as he saw Otto (In otter form) rapping something against the desk as he clutched it between both paws. Otto stopped and smiled as he forced the object open with a small crack, and began gnawing on the contents within…

"Otto…What are you eating?" Leos asked, looking exceedingly nervous as the younger Maximal finished gulping down what he was holding.

Otto held up what appeared to be a seashell, the inside of which was tinged red as he responded, "Clams, you want a few big cat?"

"OTTO!" Leos yelled, his strength rocketing back to him. "What did I say about meddling with…."

"Meddling with the past, I know I know," Otto sighed. "Think we can change the speech up a bit? 'Sides if any bad was gonna happen we'd have seen one of those freaky light shows like before…"

Otto trailed off as he noticed Leos looked ready to pin him to the ground with his rather large front paws and sharp claws. Fortunately, the otter robot was spared this rather unpleasant punishment as the doors slid open again, heralding the entrance of Slyswift.

"And you complain when we wake you up," She said to Leos. "What did Otto do this time?"

"Slyswift, could you please help Otto…What's that around your mouth?" Leos asked, noticing a slight red tinge to the fur on the field medic's muzzle.

"Oh, I thought I cleaned that up…" Slyswift fretted as she rubbed at her face trying to remove the stain.

"Playing with your food there puppy-doc?" Otto joked.

"Food…Slyswift, please tell me that you haven't been eating the native fauna," Leos fretted.

"Leos, our beast modes are native fauna," Slyswift pointed out, before tilting her head at the team leader. "Wait, don't tell me you haven't been eating! I've spent the last few days trying to figure out why you've been so drained since we got back from Skyfire and you've been starving your beast mode? I thought it was part of the time anomaly!"

Leos seemed confused by all this as he looked back to Otto who was licking the inside of the shell he had been holding.

"Otto, do you…" Leos started to ask.

"Understand what she means? What, you mean you don't?" Otto asked. "I thought you'd have figured this out by now. Don't you ever find yourself paying close attention to moving organics around here? We got feed these beast bodies we picked up."

"What? But we're Cybertronian," Leos protested.

"But our systems have replicated organic DNA, and that seems to include a need for organic food," Slyswift pointed out. "Otto and I have been snacking on clams and rats for the last nine solar-cycles."

"You've what?" Leos gasped.

"Like I said, if any bad was gonna happen it would've by now," Otto pointed out. "Besides, do you have any idea how boring clams are? They sit there, all day, doing _nothing_. I like to think I've given them a little excitement."

"And the rats have been swarming the base, I'm just keeping things in check," Slyswift pointed out.

"I can't believe I'm hearing this from two Maximals, we're supposed to protect life," Leos protested.

"Ever hear of survival of the fittest? We wind up taking down a few sick or weak animals now and future generations are stronger for it," Slyswift said, attempting to justify her point of view.

"Besides, we don't eat, these beast modes put us off line," Otto pointed out. "That happens, and there's no one to protect the ARK, or Skyfire, or anything else the Preds could use to really mess things up."

Leos just sighed, and shook his head.

"It still doesn't feel quite right," he pointed out.

"How about I catch you a few rats? That way you can get used to it guilt free," Slyswift offered.

"I don't think a few rats are gonna keep him up and running…" Otto pointed out. "He's gotta be at least twice your size. Bet the only reason he hasn't shut down yet is that good fuel efficiency of his."

Leos just shook his head and began to slink toward the entrance.

"Where are you going?" Slyswift asked.

"I'm not sure I like it, but if it's to ensure the sanctity of the past I guess I don't have a choice," Leos sighed as he headed out. "If I'm not back in 1.5 megacycles, come looking for me."

Leos cleared the doors and prowled away as they closed behind him.

"So, you're gonna cover his shift, aren't ya?" Otto asked, looking at Slyswift.

"Like I have a choice now," Slyswift pointed out as she took her seat again. "So, have anymore of those memory dreams?"

**000000000000000000000000000000000000**

A fly buzzed hurriedly to and fro around the blinking computer screen. A pair of green optics remained locked on the insect as it landed on the monitor and began to rub its hairy front legs together.

Quickchange kept his eyes on his potential lunch as he slowly opened his mouth. His lizard tongue itching for a taste of the bug…

_**CLANG!**_

Quickchange suddenly found himself on the ground, nursing a rather large bruise on top of his head as a highly irate Medmoth stood over him in her robotic form, clutching the wrench she had just used to brain her comrade.

"And just what do you think you're doing?" She questioned as Quickchange staggered back to his feet.

"What? I'm just grabbing a little snack," The giant lizard explained, watching the fly buzz away with one eye while the other remained focused on Medmoth. "It's nothing new, lizards eat bugs…"

"Not around me you won't," Medmoth warned, waving her tool in front of him. "In case you failed to notice: I'm an insect. That's my fauna class you're eating!"

"Not entirely true, I've been enjoying the occasional spider and…." Quickchange corrected.

"Let me put this as bluntly as possible," Medmoth said, very slowly and calmly as she stroked the wrench. "Either you look into other dietary habits, or I'll knock every tooth out of that mouth of yours and make you eat everything through a straw!"

"_Note to self: Beast mode might be affecting Medmoth's processor,"_ Quickchange mentally noted as he stammered an apology and nodded his head.

"Well, well, well, I hope that since you two are chatting it means you've completed the projects I assigned you," A familiar voice commented from the cave entrance.

Medmoth swiftly hid her wrench behind her back and Quickchange scowled as he turned around, adopting an attentive look as he faced toward Starscream. The red and blue Archaeopteryx was strutting his way past, his wings folded behind his back as he awaited their report.

"I've completed 75 of the programming for our security grid," Quickchange stated. "Of course, it doesn't do much good without the proper components."

"Which I've almost completed repairs for," Medmoth said with a quick salute. "I should be finished by tomorrow afternoon…Um…You have a little something on your face sir."

Medmoth gestured as subtly as possible to the side of Starscream's beak, where a small clump of fine, brown fur was caught on his feathers. He reached up and brushed the hair away, stopping for a moment to get a look at it before nodding.

"Ah, yes, must be from lunch," He realized, flicking the fuzz to the ground.

"What did you have?" Quickchange wondered.

"Not sure, it was left over from some predator's meal. I think it was a deer at one point," Starscream mused as he headed toward his quarters. "Carry on you two."

"_Starscream even let's someone else do his hunting for him,"_ Quickchange thought as he turned back to the computer. _"Wish I could say that surprised me."_

**00000000000000000000000000000**

"So, you're not gonna believe what I found on my last break," Otto said as he leaned back in his chair.

"Common sense?" Slyswift joked.

"Very funny, but no," Otto sneered. "I found a bunch of weapons, combat programs and a few armor upgrades!"

"Are you serious?" Slyswift wondered, staring at him.

"Yeah! I think they were left behind by the last Maximals that used this place. I figure if you give me an hand installing 'em, Leos and I could probably take those Preds ourselves and we'd be back on Cybertron before the week was out," Otto grinned, oblivious to the fact that Slyswift seemed to have become more interested in the paint job on her fingertips.

"How can I put this…" She wondered aloud before looking back to Otto. "Not even if Megatron woke up right now and threatened me at cannon-point."

"Yeah, that's what I…Wait what?" Otto exclaimed upon realizing Slyswift hadn't agreed.

"I said I'm not gonna upgrade you," Slyswift summarized.

"You have to be kidding me, we could have the Preds in custody in just under a cycle!" Otto protested.

"Or you could wind up on the scrap heap just as fast!" Slyswift pointed out. "And not just because it would be you against three Predacons. Don't you realize what a bad idea it is to just randomly upgrade yourself?"

Otto snorted a bit and chuckled before saying, "Yeah, like anyone ever went off-line from upgrading. It's nice that you're worried about…"

Otto was cut off as he realized Slyswift was now standing directly in front of him. The glare in her optics was a signal to either be silent, or she would remove his vocalizer.

"Now that I have your attention, let me tell about a friend of mine…" She explained in a deceptively calm voice. "One of her creators was a genius inventor who specialized in all sorts of modular upgrades. Software and hardware for combat, medical uses, everyday maintenance…"

"Sounds like…." Otto before withering under Slyswift's gaze once more.

"The other creator built body framework for all stages of Cybertronian development. Her specialty was sparkling bodies," Slyswift continued. "She created a brand new protoform model for when they decided to have their own sparkling. Unfortunately, _he_ decided to use that sparkling as a test for his new upgrades…"

**0000000000000000000000000000000000000**

_It was dark and every sound echoed in her audio receptors. She couldn't move, she couldn't speak. She could only listen, and could hear the noise of another Cybertronian pacing worriedly about her, muttering angrily to herself one minute and whispering comforts the next._

_The door opened, a second bot took two steps into the room before stopping dead in his tracks._

"_Wreckjack__ what have you done!" shouted the femme as she ceased her pacing._

"_Startrack, I…" replied __Wreckjack nervously as the sounds indicated his was trying to hide something behind him._

_The blinded femme could here sounds of a scuffle, and the clatter of a data pad hitting the ground. Both of the others in the room dove for it, and the grunt of the mech indicated that he had lost the race._

"_Wreckjack, you incompetent buffoon!, No sparkling her age could possibly cope with all these upgrades!" The femme's voice echoed around the lab. " We're going to lose her now…!"_

_That statement hung in the air. Someone, most likely the femme, gently ran a hand down her arm and held her hand. The prone figure tried to return the comforting gesture only to be reminded that she couldn't move._

"_We won't lose her, Startrack," Wreckjack's wavering voice cut in. "Her systems crashed, but I'm rebooting as we speak. She will be fine. After all I am the genius who…"_

"_You are an idiot!" Shouted Startrack. "If this fails…"_

**0000000000000000000000000000000000**

Otto was quite glad that Slyswift had returned to her own seat during the course of her story. She was now across the table from him again as she finished.

"It turned our the only way to save her memory and personality and core data and leave her functioning normally was to downgrade her chief operating system," Slyswift explained. "Now she runs two versions behind everyone else, and has to have custom upgrades written for her."

"So, that's why you act like such an outmode?" Otto guessed. "So you're a little behind the WHOAH!"

Otto ducked as a screwdriver embedded itself into the wall behind him, quivering threateningly as a reminder of how close it came to lodging itself between his optics.

"Oh, I wasn't supposed to figure out you were talking about yourself?" Otto asked. "Do you have any idea how old the 'My friend' cover-up cliché is?"

Slyswift's response was to pull out another of her medical tools, to which Otto responded by shifting to beast mode and scrambling under the table. Slyswift looked at the tool, then shook her head and put it back.

"Not worth bending a good tool," She muttered, trying to calm down.

"Why do I take offense to that?" Otto commented from under the table.

The doors opened, and Leos came plodding in, licking the back of his paw. He stopped in his tracks as Otto suddenly plowed into the ground right in front of him, having been kicked there by Slyswift.

"This conversation is over," Slyswift declared, marching past Otto and Leos.

"_Seems we've had a backward step in the relationship,"_ Leos thought, but wisely did not say as Otto spun around after Slyswift shaking one paw.

"You know, just 'cuz you can't use 'em doesn't mean no one else should have those upgrades!" Otto shouted.

Slyswift came to a sudden halt, and Leos cleared his throat. Otto sheepishly turned back around, suddenly realizing he and Slyswift were no longer alone.

"How long have you been there?" Otto asked.

"Since your crash landing," Leos answered, causing Otto to clap both paws over his muzzle.

"Oh…" He squeaked out before turning back around. "Slyswift I…"

He screamed as the femme suddenly shape shifted to her coyote form and snapped her (rather sharp) teeth right in front of his face. A growl forced its way out of her throat as Otto fell onto his backside whimpering in fear.

"Just…Leave me alone…I'm going on break," She panted out before turning tail and storming off.

"We'll see you in a few megacycles then," Leos nodded as the coyote turned the corner.

"You, have the worst timing imaginable," Otto chastised Leos.

"Maybe, but I'm not the one who just insulted Slyswift about a clearly personal matter," Leos retaliated. "I think you should steer clear of each other for a bit."

"Well, she did cover the first bit of your shift…" Otto reasoned. "Um…Maybe you should take the first megacycle of my shift with her, do us both a favor?"

"I'm already considering that," Leos agreed. "For now, let's just let her cool her jets."

"You won't hear me argue…So…Umm…What'd you have for lunch?" Otto asked, trying to change the subject.

"I tracked down an abandoned deer carcass, a fresh kill left by a predator," Leos explained. "I do feel surprisingly better now."

"Oh good, that makes one of us," Otto sighed, getting up and returning to his seat.

**00000000000000000000000000**

"Hmm…" Quickchange mused as he watched a small gaggle of fruit flies buzzing around the room, vainly searching for something sweet to suck on.

The lizard smiled, glad that Medmoth was busy taking her turn to scout around the outside of the base. Though he was curious as to why swarm of flies was so far from the surface, he wasn't going to question the crunchy little tidbits, not when his beast mode was so focused on finding nourishment.

Just as he was about to stalk toward the bugs though, the sound of large wings flapping drew his attention away from them.

Then a barrage of hard, round objects bouncing off his skull drew his attention away from that. Quickchange soon found himself half-buried under a mass of leafy green foliage and colorful fruits.

"What the…Medmoth, what's this for?" Quickchange complained as he picked up a shiny red apple.

"It's your beast mode's new diet," Medmoth giggled as she landed in front of him (having just returned apparently). "I remember some research data from the Cybertronian libraries stated that some reptiles on Earth consume plant matter."

"Why would you be researching that stuff?" Quickchange wondered.

"Curiosity mostly. When you have the knack for medical skills like I did back at training, you tend to spend a lot of time just looking up new stuff," Medmoth explained. "I happened to take interest in the biology of organic life forms. Everyone needs a hobby."

"And I'll agree to eat this as apposed to bugs because?" Quickchange posed.

"Because, it makes me ill, and I'm not going to purge my tanks every time you feel like a midnight snack!" Medmoth shouted, suddenly adopting a sweeter tone as she moved closer. "So either you eat this, or I'll force feed you your computer, bit. By. Bit."

Quickchange shuddered as Medmoth took the apple from him and held it up. He slowly opened his mouth, and she shoved the fruit in, effectively silencing him. Medmoth sidled away, as Quickchange took a bit from the apple, letting the rest bounce to the ground as he swallowed in fear.

"_Not bad, I guess…"_ He thought. _"Why did it seem like she was hoping she'd get to feed me my computer?"_

As though in answer to this, the computer began to let out a repeated, high-pitched beep. Quickchange scrambled to the console and watched as the screen zoomed in on a flashing point on the radar.

"Intriguing…" He hissed, his previous fears vanishing. "Medmoth, we must inform Starscream."

"What must Lord Starscream know of?" Medmoth asked, looking skeptical.

"I've located an active stasis pod…" Quickchange explained.

Starscream suddenly burst in, an angered look on his face.

"That infernal racket…" Starscream began to shout.

"Is warning us of another stasis pod!" Medmoth cheered.

"Oh! Well this is worth waking me for then," Starscream grinned. "Predacons, we're leaving base in fifty nanoclicks to recover it!"

"All of us?" Quickchange asked, looking apprehensive. "It's just a simple recovery mission."

"If you knew anything about the recovery missions I went on, you'd be wishing there were twenty of us," Starscream retorted.

"_Maybe twenty of me…Memo to self, look into cloning experiments,"_ Quickchange thought as he slid off to begin packing energon cubes.

**00000000000000000000000000000000000000**

"So Leos, there's something I've been meaning to ask you," Otto spoke up, he and Leos having sat in almost complete silence for the last few moments.

"Hmmm?" Leos wondered.

"A few days ago, when Skyfire got damaged…" Otto reminded him. "I started to fade out, but you were down and out way before I was. What gives?"

"Slyswift didn't tell you? I guess she wouldn't have actually, patient privacy and all that," Leos mused. "She took a few scans after the incident and was able to confirm my ancestry for herself."

"Ancestry? Wait…You mean that you're related to Skyfire?" Otto gasped out.

"It's really not that uncommon. All Cybertronians one or another can trace their lineage back to the times of the Great War," Leos pointed out. "Some line can be obscured, but they are there."

"Yeah, but how many bots get to say they actually met their ancestor!" Otto chuckled.

"'Met' might be too strong a word," Leos pointed out. "I seem to recall Skyfire remained frozen during the entire ordeal."

"Captive audience," Otto joked.

"What about you? Have you discovered…" Leos asked.

"My creators weren't that big on tracing family lines. I live in the here and now," Otto said with a dismissing wave. "'Course, it never kept me from telling the femmes back at the Academy that I was related to Ratchet…"

"Ratchet? Really?" Leos wondered.

"Like I really know, the ladies just dig that sort of thing, and Brawn and Bumblebee were always overused," Otto laughed.

The horrified look on Leos' face silenced Otto as he heard the distinct sound of a wrench being tapped against the palm of someone's hand echoing behind him.

"How long has Slyswift been standing behind me?" Otto asked.

"Leos, please tell Otto 'long enough.'" Slyswift coldly responded. "Oh, and while you're at it you can tell him I can hear him from all the way down the hall."

Otto seemed to shrink in his chair as Slyswift walked over to the Maximal commander.

"Something I can help you with?" Leos questioned as Slyswift took hold of his arm and held it up.

"Just hold still, I'm doing a little check up," She instructed, pulling a small black box from her arm container and waving it over the limb. "Hmm…According to my mini-scanner your condition has improved a lot since you had something to eat, but you're still not in prime shape. You need some more rest and need avoid starving yourself."

"I'll keep that in mind, thank you Slyswift," Leos nodded. "Now why don't you go rest, you still have seven megacycles on your break…"

At that point, a loud buzzer began to sound throughout the base. The computer screens flashed, the radar focusing on a single point located far from the Maximal HQ. In flash, Otto was typing in commands and watching as data streamed over the screen.

"Guys, I think it's a stasis pod!" Otto exclaimed, pointing frantically at the blip.

Slyswift was looking at the screen over Otto's shoulder, and nodded to Leos in confirmation.

"He's right. Looks like it's not too far either," She pointed out. "Wouldn't take to long at a fast clip. It's just to the North-West!"

"Then this could be a chance to get some help for our side," Leos declared, taking to his feet.

"I'll prepare to head out," Slyswift said, heading toward the door.

"No Slyswift, you're staying here," Leos ordered.

"What? But my beast mode is made for this kind of travel!" the young medic protested. "Plus if the protoform is damaged…"

"Then we can it back here where can repair it," Leos interrupted. "And while your beast mode is fit for long travel your robot form isn't adapted to the high energon levels of this planet. If we've picked up the signal then there's no doubt the Predacons have too."

"If they are there then I can outrun them," Slyswift pointed out.

"We can't be sure of that, we need someone who can fight out there," Leos declared. "I'll go."

"I thought you said we need a fighter! I drove the Pred off twice now!" Otto protested. "You haven't even pulled the trigger since you woke up."

"That was before Starscream made this a family matter a few days ago," Leos pointed out.

"Leos, you can't go either. You're in no condition to fight, you were barely in any condition to leave the base when you went hunting earlier!" Slyswift pointed out.

"I feel fine," Leos said.

"Then why're your legs wobblin'?" Otto challenged, pointing out Leos' trembling extremities.

Leos grit his teeth, and forced the shaking to stop.

"I'll be okay," he insisted.

"I'll take care of this boss cat!" Otto volunteered.

"You're better fit for aquatic maneuvering, not land-based," Leos pointed out. "Otto, you're to remain in the security hub until your shift is over. Slyswift, you prepare the medical for emergency repairs. Do I make myself clear?"

"Crystal, sir," Slyswift and Otto both sighed.

"Good, I'm going to the supply room to pack. I'll be leaving in one cycle," Leos declared. "I'm trusting you two to hold the fort without me."

Leos headed out of the room with Slyswift on his heels, heading to the med lab. Otto watched the two leave before shutting off the alarm and dropping to the ground and into his beast mode.

"_Sorry boss bot, but with Slyswift's bad shielding and you running on fumes, it's gotta be me to go,"_ Otto thought. _"Awww geeze, he's not gonna be happy about this."_

With that last thought, Otto headed for the door.

**00000000000000000000000000000000000000000000000000000**

In the medic quarters, Slyswift was fuming as she busied herself with cleaning up the area.

"_Honestly is it a rule that all mechs are rude, self-assured glitch heads?!"_ She growled to herself as she finished clearing off a treatment table. _"First Otto and his stupid upgrades and Leos thinks I'm not cut out for…Oooh…I didn't work for my position on the Axilon crew just to be left patching up loose ends!"_

As she dropped a few spare tools onto the computer desk, Slyswift took a couple seconds to compose herself.

"_Okay, maybe I did take this job to patch up things, but definitely not to be left behind,"_ She told herself.

She looked at the computer, noting for a moment that the alarm had stopped blaring, and her optics narrowed as, at the very edge of the radar's dead area, a single blip appeared.

It was small, and passed to quickly to be properly identified. Slyswift waited a moment, wondering if her machine was glitching now. The blip reappeared, slightly south of the first position. It remained a second longer before vanishing again.

"_What the…"_ She wondered, shifting a hammer aside so it now sat precariously balanced on the edge of the desk. _"What is that? Another pod? But it can't be if it's moving…"_

Slyswift looked to the rear door of her lab, the one that lead through the volcano to the other side of the mountain.

"_Leos would flip if he knew what I was thinking of doing…"_ Slyswift realized as she headed toward the door. _"But if there's any chance this is a Pred ambush, someone needs to check it out. And there's no doubt Otto would screw it up…"_

Her anger toward the loud mouth mustilidae renewed, Slyswift headed out.

**0000000000000000000000000000000000000**

Leos grunted as he stumbled from the processor room, holding his head. Despite the brave face he had put on in front of his allies, he was indeed feeling a bit dizzy and unfit for battle.

"_No time for this…Pull yourself together Blitzfire…_" The large Maximal coached himself, before realizing something. _"Blitzfire? Yes…That was my Cybertronian name before I gained this lion form, wasn't it?"_

Leos paused for a moment, his mind wandering before he forced himself back down.

"_Focus!" _ He scolded himself. _"You can worry about that later, the pod comes first. If the Predacons get their paws on it, it could mean the loss of an innocent spark."_

Checking one last time to make sure that the satchel of energon cubes at his side was secure, Leos headed back to the security hub. Upon making it through the doors, however, an unwelcome (though not entirely unexpected) sight greeted him.

"And Otto is gone," Leos sighed, noting the young Maximal's empty chair before flicking on his radio. "From the sound of things, he's already out of radio range also…Maybe he's faster on land than I give him credit for. I'd better have Slyswift cover security while I drag his tailpipes back here…"

With that, Leos turned around and headed to the door of the medical lab. As usual, it was closed, but this time it was strangely silent on the other side.

"Slyswift?" Leos asked, knocking on the door.

A loud crash echoed from within, causing the Maximal leader to draw away and wince.

"_Oops…"_ Leos thought.

"Slyswift, I'm sorry if I'm disturbing you, but Otto has run off," Leos stated.

A clang sounded, and Leos frowned as he knocked on the door again.

"Slyswift?" He asked.

No response other than the sound of a few tools being scuffled around. Leos just shook his head and headed toward the security hub.

"Fine, I'll take the security room. But once we get Otto back here I'm having you two talk out what happened," Leos warned.

On the other side of the door, a rather confused rat (that had turned over and knocked around several tools and scrap metal bits in its search for food) tilted its head before scurrying off in search of something to eat.

**00000000000000000000000000000000000000000**

Meanwhile, far from the Maximal base, Otto was scrambling his way across the field as fast as his hydrodynamic body could go. Granted, it wasn't easy: As he had mentioned to Leos over a week ago, his short little legs weren't adapted for travelling long distances over land.

His animal form also wasn't well designed for bumping into random coyotes that suddenly came up from his blind spot, hence the reason that he was sent tumbling as Slyswift plowed right into him from the left. Both got up, and their optics met…

"What are you doing out here?" Both of them shouted at once.

The two fell silent, each of them now trying to think of a legitimate excuse. After a few moments of excruciatingly awkward silence, Otto finally spoke up.

"So, we have an agreement?" He asked.

"We never saw each other, fine," Slyswift huffed.

With that, the coyote femme took off at a run. Otto got back up and began moving as well, though nowhere near as fast.

**0000000000000000000000000000000**

Back at the Maximal base, Leos was seated in front of the security computer, one optic on the radar blip that represented Otto as he fiddled with the base's radio.

"Come one, one of the frequencies must be able to reach him…" Leos fretted as he looked at three blips moving toward the pod on the radar screen. "Come on!"

The static faded, and yet another radar blip appeared. Leos stared at this new dot for a moment before realizing that he could hear the sound of a creature crawling through tall grass coming over the radio.

"Otto!" Leos shouted into the microphone. "Otto, is that you?"

"YIKES! Leos?" Otto's voice suddenly responded, obviously quite startled. "Oh…Um…I can explain why I'm not at base…"

"You can explain it back here, Otto. The Predacons are on the move for the pod and they'll be reaching it shortly!" Leos warned. "We don't have a choice, you won't be able to fight them all by yourself."

"We can't let the pod get captured, 'sides I'm almost there!" Otto protested, still on the move according to the radar and practically on top of the stasis pod's blip. "In fact…I found it!"

Leos wrung the microphone in his hands, torn between ordering Otto back to base and the potential to rescue the stasis pod…

"Otto…Get the pod and yourself out of there as quickly as possible!" Leos ordered. "But don't think you won't be in trouble when you get back. Understood?"

"Loud and clear Big Cat," Otto voice chimed as he began grunting. "Whew, this is heavier than it looks…"

A quiet voice suddenly came in over the radio. It was faint, but seemed to say 'Need a hand there?'

Then another voice, one that caused the energon in Leos' tubing to run cold…

"Predacons, terrorize!"

"Awww slag…" Otto grumbled.

**00000000000000000000000000000000**

As Otto faced quite uneven odds in the form of three Predacons, Slyswift had long since reached her own target deep within the radar's dead zone. It turned out this area was a sparsely forested zone, which put Slyswift on her guard slightly.

She only needed to be ambushed by a bear once to learn her lesson.

Thankfully for her, the area had proven bear-free so far. Unfortunately, it was also free of whatever the strange anomaly had been. Slyswift was grumbling over her wasted trip as she pawed around.

"With my luck, it probably would have been a bear," She muttered as she passed around a large tree.

She stopped, her internal sensors alerting her to a faint trace of something familiar. She couldn't quite place it however…

The rather large wolf that suddenly came from the other side of the tree didn't seem willing to give her a moment to think it over either. Slyswift slowly began to back away from the brown-furred canid, fully aware that her beast mode would be unable to win a fight with it.

The wolf watched her carefully, as though deciding whether the scrawny female coyote in front of it would be worth the effort of killing. The Maximal quickly turned and ran for her life, and the wolf let out another growl before making its decision and starting after her.

"_What was it they said before we left?"_ Slyswift wondered as she leapt over a fallen tree in an effort to evade her pursuer. _"Oh yeah…You must never run from the native fauna, it might attract attention…Great time to remember that Slyswift."_

The wolf was slowly gaining on her. In a few moments it would nipping at her tail (literally). Slyswift's gaze darted about as she spotted another small grove. She darted toward it, zigzagging between the trees and doubling back around them.

The wolf attempted to follow still, but wasn't as agile as its intended prey. It successfully dipped around the first two trees before rendering itself senseless by crashing into the third in its efforts to maintain the chase. Slyswift winced a bit as she heard the loud crack of canine skull against fresh lumber, but didn't slow down as she headed back toward the base.

"_That signature I picked up earlier must have been the anomaly I spotted back at base,"_ Slyswift reasoned as she kept running. _"I'll need to come and check this place out again…After that canid has calmed down a little."_

The wolf lifted its head groggily as Slyswift vanished into the distance. The poor creature let out a huff as it got back up and wandered away, slightly shaky on its feet.

**00000000000000000000000000000000**

"Why not just surrender and make this easy on yourself, Maximal?" Starscream proposed, both his blasters trained on the young Ottobot.

As Leos had feared, the attempt to warn Otto of the approaching Predacons had come far too late to be of any good. The lone Maximal had found that the pod lay in an area of a most peculiar geographic arrangement. The grassy field seemed to suddenly end at the base of a rocky cliff that stretched far off into the distance making a wall of layered stone that cut off any further travel.

Luckily, the pod was embedded into the face of this cliff (It seemed to be lying on its side, with the top facing out with just enough wiggle room to open up). Some boulders had fallen before the stasis pod, leaving just enough room for a bot to squeeze between them and the cliff face.

Otto currently had his back to the rocks in robot mode, facing down Medmoth (who hovered to his right on her iridescent wings), Quickchange (standing to the left, looking down the barrel of his cannon) and Starscream (Standing directly in front of him).

Otto had his hand down by his waist, ready to pull his own weapon in split-second.

"Heh, you guys really think you need all three of you just to take me down?" Otto joked, his processor whirring as he tried to think of a way out. "Well, considering how I've fed you all your tailpipes before, I can see where you got that idea…"

"Enjoy the joke, it'll be your last," Starscream said, humorlessly.

"Can't we just slag him now and grab the pod? My arm's getting tired over here," Quickchange complained. "If he had any friends in the area, they would have shown themselves by now."

"Awww…The poor little Maximal is gonna die all alone…" Medmoth cooed in a sing-song tone.

"Very well then, on my mark!" Starscream ordered.

Otto smirked, the image of a training drone imposed itself over each of the Predacons.

"Fi…" Starscream shouted.

Before the Predacon commander could finish the command to fire, Otto had dove to the right, his body collapsing back into beast mode as he hit the ground in front of Medmoth. He had seen this situation before in his combat practice. The minute that the three fired, they'd hit where he had been giving him time to dodge past Medmoth and fire at all three of them as they readjusted their aim…

Medmoth's optics shone as Otto made his move toward her. She struggled to redraw her line of sight, but the Maximal was already under her. The world around her collapsed into a blur of color and light, and suddenly Starscream was right next to her. She was facing the cliff, and Otto was running along it…

"Going somewhere?" She grinned, her laser firing.

Otto gasped and rolled to the side, the shot clipping his shoulder as he wound up closer to the base of the cliff. He hurriedly scrambled backwards, ducking between the rocks and the cliff, shifting back to bot mode as he did.

"_How did she do that?"_ Otto thought, very frightened by the idea of a teleporting Predacon.

Quickchange's jaw was laying on the ground. He couldn't believe what he had just seen: In a split second, Medmoth had gone from five feet in the air to the ground right next to their leader. Starscream was rubbing his chin, a smile on his face as he looked at Medmoth.

"_How intriguing, reminds me of Skywarp,"_ The former Seeker thought. _"She's even on my left, just like he used to be during training."_

"Since when can you teleport?" Quickchange shouted, stomping over to Medmoth.

"Let's not worry about that now. Can you do it again?" Starscream asked, motioning to Medmoth.

Medmoth responded by collapsing to a kneeling position, her servos suddenly going slack.

"Ugh…I'm afraid not, sir," She apologized.

"Very well, Quickchange, we're going to the flank the Maximal. Medmoth, hold this position," Starscream ordered as he began to move toward the left side of the boulders that Otto had hid behind.

Otto suddenly popped out from his cover, firing a blaze of shots at the three Predacons. They stumbled back, grouped together now in a direct line of sight from the boulders.

"Oh, I bet you think that's funny," Quickchange growled as he aimed at Otto.

"Hold your fire!" Starscream shouted, raising one hand.

Otto had a big grin on his face as he ducked once more. Quickchange scowled as he realized just how well fortified the position was: One stray shot at the Maximal could easily destroy the stasis pod and protoform inside.

"Damnably clever, this one," Starscream grumbled.

Otto, in the meanwhile, was tapping his radio.

"Otto, I'm coming to back you up!" Leos shouted over the radio.

"Don't bother, I can't hold 'em off long enough to wait," Otto whispered. "I don't know how, but Medmoth has some sort of teleporting gimmick. Seemed to take a lot of her, but I bet she'd figure out how to use it again before you could get here."

"…Otto, you need to try and fall back, find a way out. We'll need to accept that we've lost the pod…" Leos moaned, the strain apparent in his voice.

"Lost the pod? Did I miss something here?" A fainter voice asked.

"Slyswift!" Otto and Leos both gasped.

"We'll need to discuss that attitude you took with me earlier, but now isn't the time," Leos stated.

The femme was silent for a moment, but Otto could just picture the confused look she was giving their leader.

"_Of course, Leos doesn't know she left base…But I already got in trouble for blabbing once."_ Otto reminded himself.

"Otto, are you in a position where you can access the pod's keypad?" Slyswift asked over his communicator.

"Uh…" Otto paused for a moment, then jumped to his feet and fired a barrage of shots toward the Predacons.

Starscream and his cronies fell back, the flier cursing since the three of them had made some good progress toward Otto's cover. The otter-maximal then spun around, facing toward the pod, and fired his blaster at the rock just below the door to the case. He hurriedly yanked down on a small latch that was now visible, pulling out a keyboard as he turned around once more, fired on the Predacons again, then took cover.

"Yeah, I got it," Otto gasped out, realizing that he hadn't used his intake valves during the entirety of the previous exchange. "You got a plan? Cause I've got like, thirty astro-seconds before they get close enough to take this…"

"Listen, we're going to use the emergency lockdown procedure and seal the pod to my designation codes," Slyswift instructed. "That way, no one will be open the pod aside from me, now enter this password: seven-four-zero-seven…"

Otto's optics suddenly flashed as he punched in a wholly different string of commands.

"Otto, are you listening to me?" Slyswift shouted. "I didn't finish giving you the code!"

"You don't need to, everyone was told the emergency wake-up code before the mission. I'm gettin' some back up from this guy!" Otto smiled as he stood up once more and fired on the approaching Predacons.

"Otto, we don't know condition the protoform is in," Leos called out.

"Any condition is better than in Pred hands, right?" Otto challenged.

"_Stasis lock overridden, scanning for suitable life forms…"_ Stated the pod's electronic voice as a purple curtain of light swept over and through the cliff wall, illuminating a wide variety of bones.

"NO!" Starscream shouted as Otto slid to the right, keeping his weapon trained on the Predacons.

"Oh yeah, say hello to the newest Maxi…" Otto taunted.

"_Predacon programming accepted."_ The pod confirmed.

"HUH?" All present (both in body and over the radio) exclaimed as one.

"Otto, get out of there!" Leos shouted.

But Otto was rooted to the spot, completely in shock. The true direness of the situation didn't set in even as the pod announced, _"Replication complete, you may emerge."_

Starscream turned to Quickchange, who shook his head while saying, "Don't look at me, I wish I had thought to reprogram it from here."

The door burst open, allowing a brown form to tumble out and land behind the rocks. A prominent sail unfurled over the stone, brown with stripes of gray running through it. The creature attached to the sail emerged, a large reptile low to the ground. It's body coloring was very similar to the sail's, brown with tiger-like stripes of gray running over its back. Its squat limbs carried it sluggishly toward Otto, and it let out a long yawn, revealing its square muzzle was filled with very sharp looking teeth.

In short, color aside, it looked exactly like one would expect a dimetrodon to look like.

The new Predacon blinked its bleary eyes as it took in the Maximal in front of it and the three Predacons a short distance away.

"Huh…What in The Inferno are you all looking at?" Commented the creature in a gruff voice.

"A strange turn of events, but a most fortuitous one," Starscream smiled as he took a step forward.

Otto stepped back, but stopped as he heard Medmoth and Quickchange charging their own weapons.

"Welcome, my fellow Predacon! What name do you go by?" Starscream asked, extending one hand to the lizard.

"Heh heh, you really don't know me?" Asked the bot. "Remember this name….Raveblade, TERRORIZE!"

The brown dino's limbs suddenly extended, his tail collapsing into his body as he pushed himself into a standing position. His scaly underbelly flattened, and pulled back to reveal stainless-steel abs (also colored brown with gray stripes). His beast head fell forward, covering his chest, whilst the sail collapsed flat against his back and a click indicated it locking into position. One of Raveblade's hands reached back and grasped a hilt that extended slightly over his head.

Otto looked like he was about to spring an oil leak as the newly awakened Predacon drew forth the sail, now collapsed into a large sword. The ribs of the sail ran along the length of the blade, and the edge was serrated slightly.

"Raveblade eh? I'm impressed," Starscream smiled as he walked around the new recruit.

"Take a picture, it'll last longer," Raveblade grunted. "Now, you said you were a Predacon? My sentence get overturned or something?"

"I'm sure I don't know what you're talking about," Starscream commented. "But you must be stiff after such a long stasis lock."

"Maybe…Got something I can warm up with?" Raveblade wondered, looking over Starscream as though he were a potential target.

"As a matter-of-fact, this Maximal here would just love to be target practice," Starscream grinned, gesturing to Otto.

"Oooh, I love the way he thinks," Medmoth said with a sadistic smirk.

"This seems mean somehow…No wait…No, it's just overkill," Quickchange muttered.

Raveblade chuckled as he raised his sword.

"OTTO!" Leos suddenly yelled.

That snapped Otto back to reality. The Maximal dove to the side as the weapon came screaming down toward his head. As a result, it only succeeded in striking the ground where he had been standing. Otto raised his gun to take a shot, but was forced to dodge again as Raveblade swung his weapon up and to his right from the ground.

Starscream was well clear of the dangerous weapon, cackling as he watched Otto frantically attempt to avoid decapitation.

"Very good, very good!" Starscream cheered. "Now quit fooling around and finish him off! Is this the best you can do?"

"I'm not even warmed up yet!" Raveblade responded as his sword struck the ground right where it met the cliff.

The battle came to a stop as the new Predacon found himself with a blaster aimed right between his optics. Otto was up against the wall, trembling as he felt the targeting sights from the other Predacons fall on him.

"Hey, check out the bearings on this one," Raveblade taunted, pulling his sword from the ground and leveling it at Otto's throat. "Last Maximal I fought just whined a bunch before I trashed him."

"There's plenty where he came from," Quickchange explained, his cannon at the ready. "Hope you're as enthusiastic about taking them down.

"I live to fight…" Raveblade responded, pulling back for a fatal blow.

Otto's entire form was shaking. His finger couldn't even pull the trigger. Even if it could, it was clear this was not a survivable scenario. The world was starting to spin, even the ground felt like it was falling from under his feet.

"Huh? Whoa!" Raveblade suddenly screamed as the ground beneath him and Otto _did_ fall away.

Starscream had jumped back, a series of cracks had radiated out from the base of the cliff where the sword had struck and were probably the cause of the collapse. He leaned closer to the hole, able to hear Otto and Raveblade screaming all the way down before the noise terminated with a loud splash.

"That is one lucky Maximal," Starscream grumbled, shaking his head before shouting down. "Raveblade, are you still functional?"

"Yeah…Just one request…" Raveblade responded. "GET ME OUTTA HERE!"

"Looks like a small cavern covered by a thin layer of rock," Quickchange observed.

"The Maximal dropped off my sensors also, he must have found a way out down there using his aquatic beast mode," Medmoth sneered.

"Fine, let him get away, we have a powerful new ally to deal with those Maximals as they come," Starscream assured his subordinates. "Quickchange, head down there and retrieve Raveblade."

"Do you have any clue how quickly my beast mode will go into stasis if I go down there? That water must be freezing!" Quickchange protested.

"It is!" Raveblade shouted up.

"Did I ask for a debate, or did I order you to retrieve Raveblade?" Starscream spat back. "Now get, going!"

With a scream, Quickchange found himself pushed down the hole after his new comrade.

"So hard to find good help these days," Starscream muttered, slightly satisfied by the splash he heard below.

**000000000000000000000000000000000000000**

"No sign of Otto on any frequencies," Slyswift grimly reported as Leos paced back and forth.

The lion let out a heavy sigh and looked toward Slyswift before shaking his head. She nodded and switched off the radio. The femme fell to all fours in her beast mode and made her way toward the exit. As the door opened however…

"Hey, why so glum? Someone die?" Otto asked, now nose-to-nose with a very shocked Slyswift.

"Otto…You…But…The radio…" Slyswift stammered out.

"I believe what she's trying to say is, why you weren't answering our radio calls?" Leos interrupted.

"I didn't hear 'em that's why!" Otto responded, moving past his allies into the room. "I switched it off as soon as I hit the water so the Preds couldn't track me by its signal."

Slyswift seemed to have finally gathered her thoughts, while Leos stepped toward the younger Maximal.

"Okay then, next issue. You deliberately disobeyed a direct order and now the Predacons…" Leos began.

"Have recovered a pod that was a Pred to start," Otto pointed out.

"That's not the point!" Leos shouted.

"Then what is point?" Slyswift asked. "Even we'd activated the pod here, he would still have been a Predacon, and it's not the Maximal way to force our beliefs on someone else."

"We'd probably have just locked him somewhere, then the Preds would be attacking us everyday to bust him loose," Otto chimed in, casting a confused by appreciative glance at Slyswift.

Leos looked back and forth between the two of them, startled by the sudden double-team that had rendered his argument useless.

"Ugh…You both raise a good argument," He admitted. "But still, that was highly dangerous. You two decided I should be in charge. Yet you've shown little respect for my decisions thus far."

The two younger bots looked to each other, silently realizing the lion had now gained a hold in the debate.

"I see where you're coming from," Slyswift confessed. "But even you have to admit the decision you made earlier to try and go out on your own could have been handled better."

"Yeah, shouldn't a good leader respect his troop's input?" Otto agreed.

Leos sighed again, becoming exhausted from the two pronged attack, "Maybe, we just all need a little time to access the situation before trying to…"

"Assign blame?" Otto interrupted.

"I wasn't going to put it like that but…" Leos grumbled.

"I'd say we're all at fault, Otto for ignoring orders, Leos for ignoring us and me for…" Slyswift paused as she noticed Leos looking at her while Otto was rapidly making a shushing motion behind him. "Uh…My attitude toward this could have been better. Come on Otto, let's go discuss that little project we were talking about."

Otto seemed confused, but didn't have time to ask about it before Slyswift suddenly scooped him onto her back and started for the med lab, leaving Leos to take position in the security hub.

"_It's four on three now,"_ he thought. _"No doubt the Predacons are making plans."_

**0000000000000000000000000000000000000000000000**

Once more, Leos' guess couldn't have been further off. The Predacons had successfully managed to pull both Quickchange and Raveblade from the underground stream and were now back at their base knocking back energon cubes like they were going out of style.

"Gotta admit, you guys have some good energon here!" Raveblade laughed as he chugged down another crystal. "This beats where the council was gonna send me by a long shot!"

"Yes…Out of simple curiosity…" Medmoth started.

"Let me guess, you wanna know just how a handsome bot like me got on a mud ball like this?" Raveblade grinned. "Heh, you guys know about the pit fights that restarted back in Kaon?"

"I'd heard rumors about them, yeah," Quickchange nodded, looking slightly sloshed from over-energizing. "I think the reports mentioned somethin' about…Fighters causing trouble for the locals?"

"And I was the king of those fighters," Raveblade bragged, planting his sword into the wall for emphasis. "But go figure, some Maximal entered the fights and when I knock him out in the first round that's they all need to put me away."

"Oh…Poor Ravey," Medmoth cooed, moving a bit closer.

"Poor me nothing, I trashed plenty of those law enforcement drones before they locked me up. Anyway, the media gets on the story, and long story short, I get the choice of either death sentence or being sent for life to some asteroid with a supposedly indestructible opponent to fight," Raveblade smiled. "Think you can guess what I picked!"

"Here here!" Starscream toasted, raising his fourth cube before gulping it down. "Those fighting skills…You're defiantly a worthy addition to our little army!"

"Army, I never signed up for that," Raveblade grunted. "Bad enough I'm not red anymore. I've got issues with authority."

"Oh, I'm sure you wouldn't mind…" Starscream grinned. "I only have one simple little order for now…Destroy any and all Maximals that cross your path. I'll just need a few favors from time-to-time. Little things, you'll barely be bothered. You can even stay here at base!"

Raveblade seemed to be giving the offer some thought, while in the meantime Medmoth was pulling up Quickchange who had started to have trouble standing.

"I'm thinking you've had enough," she cautioned, loosening his grip on another cube.

"Hey Medmoth…" Quickchange slurred out. "How'd you teleport hic like that earlier?"

"Over-energize so much it shut down your inhibitors huh?" Medmoth mused as she dragged the lizard aside, noting for a moment as Raveblade and Starscream shook hands. "Well…If you must know, it's a little something from one of my predecessor's designs."

"Prede…Urk…" Quick burped out.

"Yes, I'm a direct descendent from the Decepticon Seekers Skywarp and Thundercracker," she giggled.

"Neat…Nighty-night…" Quickchange slurred, his optics drooping as his body fell into recharge mode.

"Seems Quickchange will be sleeping it off for a bit," Medmoth reported to the other two.

"I don't think it'll be an issue, we have every right to celebrate right now," Starscream laughed.

**000000000000000000000000000000000000000**

"You didn't have to help with Leos back there, puppy-doc," Otto pointed out.

"Eh, you didn't blab that I had gone out," Slyswift shrugged. "That and you almost got scrapped today because I didn't go with you."

"Not that I'm surprised you didn't," Otto pointed out, scratching at his muzzle nervously. "I mean, I went and said those things and you…"

"How about we forget about it and just try to be friends?" Slyswift proposed. "You're not so bad when you're not being an arrogant glitch-head."

"Hey," Otto laughed.

The door suddenly whooshed open, showing a rather shocked Leos.

"I didn't hear you two arguing so I got worried," He explained.

The three stood in silence for a moment, before Slyswift and Otto burst out laughing while Leos just shook his head in amusement.

"_Don't question a miracle,"_ He told himself.

"Now then, since you two seem to be getting along so well," Leos said as the laughter died. "Maybe we should look into shoring up our defenses against a potential Predacon attack."

"Actually, Slyswift and I had been coming up with something before our little falling out today," Otto said as he jumped from the table he had been standing on.

"You don't say?" Leos wondered, taking a few steps forward.

"Wait, don't step…!" Slyswift attempted to warn.

The next second was filled with screaming as Leos suddenly found himself being yanked up toward the ceiling by a length of braided vines wrapped around his front paws. Otto was struggling his laughter, while Slyswift had her paws over her eyes in embarrassment.

"What…What is this?" Leos wondered.

"It's an old fashioned booby trap," Otto explained, his voice cracking from strain. "Slyswift thought it's be a good idea to camouflage a couple with the landscape."

"Then why is this one inside?" Leos asked.

"Because we had to test the model first," Slyswift peeked out. "I guess if it can hold you up, it'll hold the Predacons for a bit and buy us some time."

"Any more I might need to know about?" Leos wondered, trying to get his limbs free.

"Sure, I'll cut you down and we'll show you the plans," Otto offered as he ran behind the broken CR chamber and began undoing a knot.

"Otto, wait, you remember what happens when someone tries to…" Slyswift started to shout.

"Oh, right…AHH!" Otto screamed, the warning just a second too late, leaving him tied to the ceiling along with Leos.

"I'll…Hmph…Ha ha ha!" Slyswift laughed out, wiping her optics as she shifted to her robot mode. "Hang on, I'll have you two down in a jiffy."

"Did you really just say jiffy?" Otto wondered.

"I'm hoping these traps can catch more than just us," Leos muttered.

**00000000000000000000000000000000000000000000000000000000**

"**Hmm…." Muttered the blue-eyed Vok as it and its partner returned to the purple-eyed one. "It would seem your point is made. An anomaly still exists."**

"**Still, you should have informed us all rather than attempting to correct it yourself!" Roared the red-eyed Vok.**

"**I had little time in which to act. Something had to be done, with no time to debate the options," Responded the purple-eyed rebel. "Everything shall work out, the anomaly will be corrected."**

"**See that it is," Warned the blue one. "You started this without our assistance, and so you shall finish it."**

"**Believe me, I have every intention to see this to the end," claimed the purple Vok as its fellows floated from hearing range. "…It just wouldn't be fun if I didn't."**


	5. Redemption

**Redemption**

"No sign of any electronic signals between us and the base," Quickchange reported.

"My scans don't detect anything either, Lord Starscream," Medmoth confirmed.

"Well done," Starscream congratulated his subordinates. "Now then, onto the next phase…"

The sun shone high over the mountains of small blue planet that day. Despite the inviting weather, however, not a single creature dared to trespass on the grounds near the Maximal's base. Mostly out of fear due to the group of Predacons in hiding roughly 100 yards from the entrance.

For the moment, the Predacons were all in their beast modes. Raveblade's tail was flicking about impatiently as Starscream paced back and forth in front of his soldiers, explaining the details of a plan that the wild young bot had been anticipating carrying out.

A plan that Starscream had spent the last ten days thinking of, and the past two hours explaining despite the fact that they were practically within blaster reach of the Maximals' front door. No detail had gone uncovered, Starscream had even mentally made a contingency for if Megatron decided to wake up two-million years early.

"So, once Raveblade has the front doors open, Medmoth will fly in and assault them from above whilst Quickchange and I keep up some suppression fire." Starscream finished. "Then victory shall be ours. Any questions?"

"Yeah, when do I start?" Raveblade wondered.

"Right…Now," Starscream announced.

"Alright! Raveblade, terrorize!" Raveblade suddenly roared, shifting into his robot mode and drawing his impressively large sword. "Come and get some, slag heads!"

Raveblade cheered as he barreled right toward the front door, whooping like an over-excited frat boy on his way to a party.

"Primus, I love that excitable oaf," Starscream grinned.

The smile suddenly faded as Raveblade was suddenly brought to a halt as a strong vine snapped around his ankle and yanked him into the air! A bent over tree nearby snapped back upward, then bowed in the other direction just enough for the Predacon berserker to slam head-first into the ground before bobbing back and forth like some sort of cat toy, rubbing a fresh dent on his helm while trying to nurse an equally bruised ego.

"What in the…" Starscream gasped, staring at his combat specialist as he was yanked around. "I thought you two said there were no traps!"

"I said I detected no electronic signals," Quickchange pointed out, trying to hide his smirk over the reckless bot's folly and failing miserably.

"That trap certainly doesn't look electronic. Those are just vines and a tree…" Medmoth wondered, looking to Quickchange.

"Maybe we should try to get him down? I mean before that Ottobot shows up and uses him for target practice," Muttered the anole; shaking his head.

"Like their leader would let him?" Starscream pointed out, snapping from his daze for a moment.

"We're talking about the same Maximal leader that almost slagged you and I back up north a little over an Orn ago, right?" Medmoth wondered, looking somewhat worried.

Raveblade seemed to have finally recovered from his headache, and snarled as he brandished the sharp carnivore teeth that now adorned his arms. With a single swipe, he managed to sever the vine that held him up, and fell to the ground.

He then fell through the ground as a thin cover of leaves and branches collapsed beneath his weight, dropping him screaming into a concealed pit.

"…Ten solar cycles of planning, and we've been forced us into plan F in less than ten nano-clicks _by vines_," Starscream growled.

"Don't you think maybe this says something about your skills as a leader?" Quickchange grumbled. "I mean, didn't you plan for a non-mechanical trap?"

"For you informations I…! You know what, I don't need to answer that," Starscream fumed. "Now get down there and dig out Raveblade so we can salvage what's left of this!"

"But…" Quickchange began before noticing a rather dangerous twitch developing that could signal unavoidable death. "Right away sir…"

Quickchange scuttled forward, swiftly and silently. Within moments, he lay at the edge of the hole, looking down at Raveblade as the gray and brown bot picked himself up.

Then, much to Starscream's gear-grinding frustration, the patch of ground that Quickchange stood on also gave way. Twin cries of pain and surprised echoed up from now fully uncovered hole.

"You're lucky I dropped my sword up there lizard-lips," Raveblade's growl wafted up from the ground as Starscream smacked his own forehead.

**00000000000000000000000000000000000000000000**

"Told ya he'd fall in the hole," Otto laughed, clutching his sides.

"Okay, okay, I'll make your rations for this shift," Slyswift agreed.

If losing their minor wager upset the femme in anyway, she certainly didn't show it as she and Otto continued to monitor the screens, watching the antics of the Predacons as they walked right into trap after trap.

"Now I'm starting to wonder if they're just doing this for our amusement," Slyswift panted out as she managed to stop laughing for a moment. "I mean, no one could be this dumb!"

"Maybe those traps are even better than we thought," Otto suggested.

"We're stopping four Predacons with sticks and rocks," Slyswift pointed out.

"And it's hilarious," Otto nodded, looking rather smug. "Ooh, I think Medmoth's gonna try now!"

"I set up something special to take care of her," Slyswift mused.

**000000000000000000000000000000000000000**

Outside, the giant moth was not appreciative of Slyswift's "gift" as a net of woven vines with stone weights suddenly launched itself from a ledge up above the doors and landed over her.

Each of the three Predacons remained in stunned silence for a moment, contemplating their individual situations as Starscream began to cautiously draw closer.

"Well, nice work Medmoth," Raveblade growled sarcastically.

"Oh shut it! At least I tried to help…" Medmoth retorted, shifting to her robot form to see if it would allow her to shrug off the net (it didn't).

"And you failed miserably," Raveblade pointed out.

The next moment was filled with Raveblade screaming in terror as he shifted his weight and dove to the side just in time to avoid a laser blast. Medmoth was just close enough to the pit to be able to stretch her gunning arm over the edge and fire straight down at the two captives.

"Hey, you almost hit me!" Raveblade complained.

"Speak for yourself…" Quickchange moaned out, nursing a large burn on his tail.

Looking at the burn mark, Raveblade couldn't help but chuckle, "That's all your puny little gun does? Sheesh, you shooting plasma or pebbles?"

"Hold still and you'll find out!" Medmoth threatened.

Starscream had finally maneuvered his way to his trapped troops. Medmoth hurriedly holstered her gun as Starscream knelt by her and fumbled over the knots in the vine that held her down.

"_I'm surrounded by idiots,"_ Starscream lamented as he detangled Medmoth from the net.

Taking the net and leaving his medical officer to uncrumple her wings, Starscream carefully treaded his way to the hole, where he through one end of the rope and vine trap down while securing the other end above the hole.

Seeing their opportunity, Quickchange and Raveblade began scuffling over who would be the first to use the makeshift rope ladder to escape. Starscream allowed his a small smile as he watched Raveblade pick up Quickchange and throw him to the other side of the pit before starting to climb.

"Really now, is this the best you Maximals can do?" Starscream challenged, shouting toward the doors to the base as Raveblade clambered out from the trap. "If you want to fight dirty…"

The now freed Predacons all readied their weapons, as the last of their number (Quickchange) finished pulling himself to safety.

"…You'd better be prepared to go all the way!" Starscream roared.

A loud snap suddenly caught the attention of the other three. Quickchange cringed as he lifted his foot from a wooden stake, which had apparently been securing a vine that was rapidly pulling away…

A rumbling sounded, and rocks began to roll down the trail from above the Maximal base. Perfectly spherical stones plummeted and charged toward the Predacons, who brokes ranks like a bursting dam.

**000000000000000000000000000000000000**

"Three….Two…One…" Otto counted down.

"CURSE YOU MAXIMALS!" Starscream's voice shrilled over the rocks as he and his army beat a hasty retreat.

"Admit it, I'm a genius," Grinned the otter as he turned to his companion.

"I admit nothing," Slyswift responded, struggling to hide her laughter. "But I can't believe you actually managed to smooth out all of those boulders by yourself."

"It was worth every nano-click, I swear it was," Otto laughed, holding his sides as he did so.

"So nice to see you two getting along again, how long do you think it will last this time?" Leos wondered, wandering into the room in his lion form.

"Give it till the end of my shift," Slyswift joked, chuckling a bit herself. "Still, it's nice to see the traps work better than we would have hoped."

"True, you two did an excellent job setting them up," Leos congratulated, before sighing and shaking his head. "But I somehow doubt rocks and nets will keep Starscream and his ilk away forever. Plus, if they are going to keep pressing their attacks, our chances to gather extra energon will be limited."

Silence fell over the three as they contemplated what the leader had just pointed out. Otto was first to speak up though, clapping his webbed paws together.

"Eh, we're stocked well enough for now," He pointed out. "Who knows? Maybe they'll just give up once they know they can't outsmart us!"

**00000000000000000000000000000000000000**

Back at the Predacon base, the ambush party had finished patching up their minor injuries and taken time to recover from the traps.

Which meant, to Starscream at least, that the time had come to point out everything that his subordinates had done wrong.

"We would have had that base within six cycles of implementing my plan!" Starscream fumed, pacing back and forth in front of the other three. "And thanks to all of your bungling…"

"If I may speak freely sir," Quickchange requested.

"SHUT UP!" Starscream yelled right into the anole's face. "The failings of the platoon are the fault of the individual soldiers…."

Starscream began ranting. Raveblade just rolled his eyes and began picking at his teeth with his claws.

"Wasn't it your dumb plan that messed up?" pointed out the renegade before letting out an exaggerated yawn.

Starscream halted his pacing and ranting, his optics flashing dangerously as he turned to the interrupter.

"Come to think of it, Raveblade is the one that fell for the first trap and threw the rest of us off…" Quickchange pointed out with heavily feigned innocence.

"Hey!" Raveblade shouted, baring his teeth to Quickchange. "Don't try to shovel all this off on me you little…"

"Too late," Quickchange grinned as Starscream grabbed hold of Raveblade's tail and yanked him aside. "Sorry, better you than me…"

"What I can't figure is why he pulled us back after such trivial interruptions to our attack," Medmoth whispered to Quickchange.

Taking a moment to make sure that Starscream was sufficiently distracted (and he was. Raveblade had gone to robot mode and brandishing his sword at the Predacon leader while snarling), Quickchange answered, "I think I've got it figured. It's simple pride. He can't the bear the idea of falling for every trap the Maximals set out for us."

"You think so?" Medmoth wondered, keeping one eye on the argument going on nearby in case her medical skills were needed.

"Without a doubt. He's dreaming of some perfect victory where he grinds the Maximal's CPU's under his heel before they know what hit 'em," Quickchange grumbled with a nod. "Lovely thought, but hardly a realistic one."

"I'm sure he'll eventually accept matters as they are and lead us to glorious victory," Medmoth assured her cohort. "Maybe he'll let me grind the Maximals a bit too…"

"Keep thinking that…" Quickchange muttered.

"Look, I don't answer to anyone. You said I could smash Maximal, so smash I will," Raveblade was threatening, his weapon leveled at Starscream's chest plate even as the flier had both of his pistols trained on him. "But no one tells me _how_ to smash!"

"_Bah! What did Megatron have that I don't that let him keep unruly brutes like this in order?" _ Starscream wondered to himself.

Suddenly, the ground began to shake…

**0000000000000000000000000000**

_**The purple-eyed Vok turned to its new, green-eyed companion with a knowing look in its gaze.**_

"_**You see don't you?" It asked.**_

"_**Yes, the balance is tilted toward the sides of evil," Answered the green-eyed one. "It is only a matter of time before the forces of good fall, and time is irreparably damaged."**_

"_**Then you agree?" The purple one pressed.**_

"…_**Yes, you may add another factor to this," The green agreed, gazing into the distance. "But it shall be one that I select and approve of."**_

"_**Of course, we would not wish any…Trouble…" The purple said slyly. "Wait, I sense something. Another piece is already being added!"**_

"_**What?" The green called out. "Did you…?"  
**_

"_**I did nothing, what could I have? This is entirely outside of any of our influence, yet it could work out perfectly," Explained the purple.**_

"…_**Then I suppose we won't intervene just yet. We shall see how this plays out," Responded the green.**_

**0000000000000000000000000000**

Far from Nexus Zero, back on Earth, animals great and small alike fled in terror from crumbling rocks and falling trees as continental drift began to reshape their land. The ground shook violently, sending many creatures stumbling to the ground, their sense of balance useless due to the tremors.

A huge crack was opening in the ground, splitting along the very same point where Raveblade's sword had opened a hole to an underground river. The split widened and deepened, snaking its way across the surface of the planet and passing near a once quiet stream…

And as dirt and rock fell away from it, the pod that had long been buried alongside that stream began to beep, relaying its signal in hopes that someone would find it as the light of the yellow sun finally reached it once more.

**00000000000000000000000000000000**

"_Right, that's what Megatron had: Well timed distractions,"_ Starscream remembered as he got back to his feet. _"Ooh, my head…That's gonna need some buffing…"_

Alarms were blaring from the computer banks, which only succeeded in amplifying Starscream's new headache. Quickchange had already scrambled onto his feet and was working on his computer trying to silence the alarms.

"That tremor must have thrown our entire system off kilter, I'll need to reinitialize," reported the anole, his talons tapping across the keys.

"See that you do," Starscream nodded, turning back toward Raveblade who had just begun to pick himself and his sword back up. "Now then, where were we?"

Raveblade started to open his mouth, only for Starscream to shut it with a sharp kick to the jaw. Medmoth backed away as Raveblade skittered to a halt, watching curiously as the battle-happy bot tried to get back up again. Much to his surprise though, Starscream jumped on top of him, pinning both arms to the ground before sticking the twin barrels of his weapons into the younger bot's face.

"Ah yes, now I remember…" Snarled the flier as he charged his guns. "Now you listen, and you listen good you little scrap heap! I'm in charge down here, and whatever I say, goes. If I say jump, you say 'how high?' If I say run, you ask 'how fast?' If I say…QUICKCHANGE WOULD YOU SHUT THAT SLAGGIN' RACKET OFF!?"

The last shrill notes of Starscream's signature shout had been directed at the lizard frantically working the keyboard. Red warning messages were blinking out one by one, but a single display remained despite the numerous keystrokes, leading the computer to continue repeating its klaxon.

"I would, but it appears this one requires special attention," Quickchange reported, stepping aside from the screen to allow the others a look.

The screen change, displaying the radar readouts, with a lone dot blinking a great distance from the Predacon's base. Signal waves seemed to be emanating from the point, in a message that none of them could mistake…

"A new stasis pod has been revealed? What fortunate timing!" Starscream grinned, his rage toward Raveblade completely vanishing as he stepped off the other bot. "Maybe with a few extra blasters around we could worry a bit less about our next attack plan."

"_Seems he's already starting to lose interest in a 'flawless victory'" _Quickchange noted. _"That was faster than I expected."_

"Shall I prepare our supplies, Lord Starscream?" Medmoth queried, starting toward the energon stash.

"Yes, of course! Raveblade, clean yourself up, you're gonna have a chance to prove what you can do when those lousy traps aren't in the way!" Starscream barked out.

Raveblade, who had his sword once more and seemed to have been seriously contemplating a mutiny, chuckled as he sheathed his weapon and responded, "Hope that fuzzy bot is around again, he was fun last time! And I really owe it to him for wakin' me up…"

"I've memorized the coordinates, sir," Quickchange reported.

"We're leaving in less than sixty clicks, get packed and go!" Starscream shouted, racing for the exit. "And Primus help any Maximal in our way!"

**000000000000000000000000000000000000000000000000**

"Another pod, are you sure Slyswift?" Leos asked, staring up at the screen.

"One hundred percent Leos," Slyswift confirmed. "And I was able to get an identifier signal this time, the protoform inside is definitely a Maximal, but I can't establish who they might be or contact them remotely…"

"Then we go out and do it ourselves, what else is new?" Otto pointed out, tapping the screen in a gesture at the river alongside the radar blip. "This one is right up my alley, I'll be there megacycles before the Preds are!"

"I wouldn't bet on that…" Slyswift grimaced as four Predacon signatures began to move across the map.

"Slag it…" Leos grumbled under his breath before turning to the other two. "We don't have a choice, speed will have to be the key again here. Otto, you travel along the river, I'll go over land."

Slyswift began to speak before Leos cut her off saying, "And I know you're faster, Slyswift, but we need someone to wait here in case the Predacons try to attack while we're retrieving the pod."

"Sorry puppy doc," Otto shrugged as he started for the door. "I'm trusting you to watch my back!"

"Fine…" Slyswift nodded as she watched her comrades head out the door. "Good luck you two…"

**000000000000000000000000000000000000000000**

A good distance away from their base, the Predacons were storming across the fields. Two fliers soaring overhead, whilst the reptiles plodded along below, struggling to keep up with their swifter allies.

In the meanwhile, Otto kept his grip tight on the ruff of fur around Leo's neck as the predatory cat's powerful strides carried them along. They were soon approaching a river, and Otto performed a twirling leap from his mount, landing in the water and shooting off downstream.

"Slyswift, we're counting on you to keep us in radio contact," Leos ordered.

"You've got nothing to worry about Leos, just hurry," Slyswift reported.

"With any luck, if the Preds do beat us there, we can flank from the river and ground," Otto chuckled.

"Let's hope it doesn't come to that," Leos warned. "Don't forget, if the Predacons do get there first, there's no doubt they'll reprogram that protoform like they were planning to do to Raveblade…"

**00000000000000000000000000000000000000000000**

_**In the meantime, two Vok gazed upon the race.**_

"_**This shall be interesting," The purple-eyed one stated.**_

**00000000000000000000000000000000000000000000**

As Slyswift watched the dots on her radar screen, a growing worry started to overcome her.

She had run the math over and over, and the same scenario kept playing out no matter how optimistically she tried to look at the numbers.

Without a doubt, Otto would manage to be the first to the pod. The river provided and excellent short cut through the terrain, and his unparalleled aquatic speed gave him even more of an edge, in spite of the Predacon's headstart.

After that, things looked bad. The Predacons were gaining ground on Leos, pulling further ahead with each second.

It was clear, Otto would find the pod, and the Predacons would find him with it just a few minutes later. Not enough time to secure or transport it. And after that…

"Slyswift to Leos, come in," Slyswift called out over the radio.

"I read you Slyswift, what's wrong?" Leos asked.

"Leos, I keep looking at the rate of travel for you all and, no offense meant, but I can't see anyway you'd get to the pod in time to help Otto if the Preds find him first," Slyswift warned, tapping her fingers against the side of the table.

"I'm going as fast as I can, any suggestions? A shortcut or…" Leos wondered aloud. "A distraction maybe?"

"But what's important enough that we can distract Preds?" Slyswift asked.

"…I'm going to hate myself for suggesting this, but what if the Predacons had reason to believe we'd found their base and were staging an assault?" Leos went on. "It's lose the pod, or lose their base, right?"

"Some choice…" Slyswift agreed.

"Slyswift, you can tell from the radar records where the Predacons came from, can't you?" Leos asked, his breathing slightly ragged from the efforts of running and planning simultaneously

"Yeah, but they emerge from the radar deadzone," Slyswift confirmed.

"But if they thought that you knew where the base was…" Leos lead in.

"Then a few of them might pull back to protect it!" Slyswift caught on. "Leos that's brilliant! But if I do this then we're likely to lose radio contact: I won't be here to keep us all connected by adjusting the frequency."

"Otto would probably point out, if you don't do it there won't be anyone left to connect to," Leos explained.

"And I'd say he has a point," Slyswift nodded. "Beast mode!"

In a flash of grey fur, the coyote femme was out the door and heading in the general direction of the Predacon's base.

"I just hope they're as gullible as we think they are," Slyswift prayed.

**0000000000000000000000000000000000000000000000**

"How long have we been en route?" Starscream asked Medmoth as they flew side-by-side.

"Roughly 1.5 megacycles," Responded the moth transformer, referencing her internal clock.

"Can't you two pick up the pace down there?" Starscream shouted down to the pair of lizards scrambling below.

"I'm surprised he's even bothering to wait for us," Quickchange grumbled as he skittered along.

"I don't about you, but I didn't sign on for this…" Raveblade muttered back.

"I thought you said you said you were a prisoner…And I could swear we had a competent commander when I signed up," Quickchange answered, shaking his head.

"Eh, guess I can't complain as long as I get something to fight," Raveblade sighed. "But if he thinks he's my boss, he's got another thing coming…"

"_Wow, Raveblade sounds like he hates Starscream almost as much as I do…This has possibilities. Transporting the energon stash might be easier than I first thought,"_ Quickchange said to himself as observed Raveblade's powerfully built beast form.

Suddenly, an image flashed into the hacker's mind. Something moving amidst the trees…

Focusing his will, Quickchange paused in his motions, transmitting his consciousness to one of his spider-bots. He'd had plenty of time to practice the trick between raids on the Maximal base, and had had the foresight to plant a few of the tiny bots along the edges of the dead zone from the radar.

And now, through the optics of one of his mini-guards, he could see a very familiar coyote weaving her way through…

"_Blast…It's that Maximal, Slyswift."_ He realized, _"And judging from her position, she's going right for our base."_

"What's the hold up!" Starscream's voice suddenly pieced through Quickchange's concentration, calling him back to his own body.

Shaking his head, Quickchange found himself optic to the beak with an enraged Archaeopteryx. Starscream had already been quite put out over how long they were taking, and didn't seem pleased with the fact that their progress was further impeded…

"I'm sorry, sir. It's a remote sensor I set to cover the dead zone," Quickchange apologized, bowing his head. "I linked it to my processor in order to monitor enemy movement through the area."

"Aaaaaaaand?" Starscream growled.

"Slyswift is moving toward our base," Quickchange mumbled, cringing a bit.

"That sorry little fleabag!" Starascream screeched, feathers puffing out. "First Skyfire and now this…I'll have her head!"

"What about the pod, and all Maximals for me to smash?" Raveblade complained.

"Ooh…She's just trying to distract us," Starscream realized. "Does she think it'll work? Did she think that maybe I can't figure out a delay tactic when I see one? Medmoth, you can handle her right?"

"That little field nurse…" Medmoth giggled. "Piece of oil-cake."

"Good, with your warp power you'd have an easy time catching her, destroying her, and then getting back to us." Starscream nodded. "So get to it!"

"With pleasure!" Medmoth responded, vanishing in a blur of colored lights.

"Double time Predacons! Let's move!" Starscream hollered at the other two.

**0000000000000000000000000000000000000000000000000000**

Slyswift slowed to a halt, taking a look at the surrounding terrain. She had been running through the woods for quite sometime, with nothing to show for it other than paws covered in dirt and dead leaves. The trees surrounding her hid no movement, and her internal sensors weren't picking up even the slightest trace of Predacons.

"I don't get it," Slyswift muttered, shaking her head as she pawed at the dirt. "The Predacons should have sensed me entering this zone, shouldn't they? They must have some sort of surveillance system…"

Slyswift fell silent as the sharp scent of ozone suddenly stung her sensitive nose. A crackling noise filled the air above her, which began to warp and swirl in a chaotic pattern of light and energy. Then, with a sharp _crack_….

Medmoth appeared, hovering directly over the Maximal's head. The giant moth seemed a touch dazed as she got her bearings.

"Ooh…Still not used to that…" She muttered.

"_Slag it, Otto really wasn't kidding about Medmoth teleporting,"_ Slyswift realized, backing away as quietly as possible. _"This is not good."_

"Oh, there you are, deary," Medmoth's voiced dripped with enthusiasm as she spotted her quarry. "Medmoth, terrorize!"

Slyswift was off running just as her pursuer finished changing to robot mode and drew her pistol from its holster. Taking wing after the canine, Medmoth wasted no time firing as many shots as she could after the fleeing Maximal.

"Oh come on, it'll only hurt for a little while!" Medmoth taunted.

"_If they had to send only one to deal with me, why in the name of Primus did it have to be her?!"_ Slyswift wondered as she dodged around a tree. _"Worst of all, she's the only one here…That means the other three are still…"_

Slyswift let out a yelp of pain as she felt a shot knick her across her hind leg. Gritting her teeth, she forced herself to keep running.

"_Think later, run now,"_ She reasoned, noticing a sudden drop ahead of her.

Medmoth scowled a bit as she watched Slyswift suddenly fall from sight. Stopping to hover over the area where her quarry had vanished, she saw only a small, five-foot drop from an over-cropping of rock that extended out from the small hill top. From where she flew, the Predacon could see the rock formed a cover just large enough for Slyswift to have used.

"Oh, you think you're so clever hiding under a rock," Medmoth cooed with a sarcastic tone as she landed in front of the outcropping with her pistol drawn. "What the!"

Medmoth found herself suddenly silenced as she caught a blaster bolt to the shoulder. Slyswift had taken advantage of her new hiding spot to shift into robot mode and prepare her weapon. The Maximal femme scrambled from her hiding spot, making sure to kick away Medmoth's gun as she did, before changing into beast mode and taking off in a gray streak of fur.

"You sorry little pile of scraps!" Medmoth howled as she got back up and grabbed her weapon, rage now permanently etched into her features. "I'm going to take you apart piece by agonizing piece and melt you into a trophy to hang over my bed!"

"You gotta catch me first, glitch head!" Slyswift yelled back, her voice echoing from a fair distance ahead.

"That does it!" Medmoth screeched, vanishing into another blur of light.

**00000000000000000000000000000000000000000000**

Otto stopped to wipe some dirt from his eyes and admire his handiwork.

In the time it had taken for Medmoth to begin chasing Slyswift, Otto had manage to finish his swim down the river and begin work on digging out the still half-buried stasis pod. His hard work looked like it would soon be rewarded, the pod now sat almost completely above the dirt line.

"I can run, swim, and dig. Heh, I'm even greater than I thought," Otto bragged to himself as he finished sweeping away a few more piles of rock and dirt that held the pod in place. "Just gotta secure this thing for transport now, and I'll downstream before the Preds even catch wiff of me."

"Hold it right there, Maximal scum!" Starscream's shrill voice suddenly broke in. "Predacons, terrorize!"

Otto looked up just in time to see three Predacons barreling straight toward him.

"That figures," Otto sighed, rolling his optics as he jumped out the ditch he had dug around the pod. "Otto-bot, maximize!"

"Raveblade, terrorize!" Raveblade intoned, springing into the air as high as his four, stubby legs would allow and shifting in mid-flight to his much more threatening robot from, drawing his sword as he hit the ground. "I've been waiting for this!"

Otto jumped aside as a pair of laser bolts, courtesy of Starscream, narrowly missed him. The young Maximal swiftly pulled out his own gun and squeezed off a pair of shots toward Quickchange and Raveblade. Quickchange ducked aside, cringing a bit as the blast sizzled over his shoulder before taking aim with his tail cannon, whilst Raveblade merely caught the energy on his sword, deflecting it harmlessly to the ground.

In just a few more steps, Raveblade was in range and brought his sword down in a devastating blow toward Otto, who hurriedly ducked aside again before tucking into a roll as Quickchange's cannon went off.

"Slippery little…" Quickchange muttered.

"He doesn't seriously believe he can take all three of us, does he?" Starscream laughed.

"If I didn't know any better, I'd say that's exactly what he thinks," Quickchange responded, shaking his head as Otto jumped out of the way of another of Raveblade's attacks.

**00000000000000000000000000000000000000000000000**

Slyswift paused for breath as she stopped behind a tree, smirking to herself a bit as she heard Medmoth's frustrated cries.

"How do you keep doing that!" Medmoth screamed, blasting a few dents into Slyswift's cover.

The 'that' which Medmoth was referring to was the strange talent that Slyswift seemed to have developed for getting behind some form of cover just as the Predacon finished her warp sequence and prepared to attack. Medmoth had not been amused the first time when she attempted to catch her prey of guard, and the following four times had only managed to aggravate her more.

Hearing a crackle and picking up the strong scent of ozone, Slyswift broke cover and kept her sensors open.

"_Come on, where's she gonna be next?"_ Slyswift thought as she ran from tree to rock to tree searching for the best possible hiding spot. _"There!_"

Slyswift quickly ducked to the opposite side of the rock she was near, bracing herself as two blaster shots flew overhead.

"You little slaggin…AHH!" Medmoth's threats suddenly broke off as blue lightning coursed over her body forcing her to her knees. "You must be kidding me…Beast mode!"

With a whir and clank of shifting parts, the fairly attractive bug-femme was replaced by a moth of rather frightening proportions. Getting back onto her six legs, Medmoth's multi-faceted eyes focused on the sniggering canine as she came out into the open.

"Guess all that warping drained your energon shielding," Slyswift pointed out. "Good for me to know. My sensors were spot on."

"Sensor…You were using your medical sensor to pick up on where I warped to!" Medmoth realized.

"And you're just figuring this out now?" Slyswift laughed.

"Grrr….Beast or bot I'm more than a match for you!" Medmoth growled, taking into the air. "Let's see you get away from me now you fuzzy little freak!"

The Predacon attempted to divebomb Slyswift, only for the coyote to dash off leaving the moth to plow into the ground again. Spinning around, Medmoth spotted Slyswift standing several feet away, a strange look on her face as if she were concentrating very hard on something.

Smirking inwardly, the angered insect took to the air again and began to bear down on Slyswift, who suddenly took off in a blur of gray fur in the direction she had been facing.

"Just where do you think you're going deary?" Medmoth taunted as she followed.

Suddenly, crackle of static filled her senses for a moment, and she felt a strange call coming from far off in the same direction Slyswift was going.

"What is that?" She asked.

"You just noticed that to? Primus you are thick…" Slyswift muttered, shaking her head as she ran.

"Look you, I was designed as a surgeon, not a field medic! My medic sensors may not have the range your do but at least I'm good for more than a field patch!" Medmoth retaliated, ignoring the fact that the source of the blip on her medic sensors seemed to be getting closer.

"Yeah, well I doubt many of the large aggressive organics in this area are gonna impressed with your medical skills," Slyswift retorted, coming to a halt. "So if you'd shut up so I could figure where this signal is coming from…"

A sudden growl interrupted the argument. Both femmes looked around to see a rather large pack of angry looking wolves had surrounded them as they argued. Though fur colors varied from gray to brown to even pitch black, all of them had their sharp, white teeth were bared at the two strange creatures before them.

"Oooh, I studied these creatures back on Cybertron," Medmoth gushed. "They're called 'wolves' wild canines known for hunting in packs. Primarily carnivorous. You should be glad that a skinny little whelp like you shouldn't interest them."

"Then wouldn't that mean that you're the one they're sizing up for dinner?" Slyswift grinned.

"…I hadn't thought of that." Medmoth admitted, flapping her wings. "Well, I think I'll just be going then…"

She let out a scream as four of the wolves suddenly broke away from the pack and took after her as she flew of faster than one would expect a giant moth to be able to.

"Well, glad she's out of the way," Slyswift smiled before another growl brought her attention back to the remaining wolves.

In particular, a large one with brown fur and a rather dominant stance over some of the others around.

"Oh…Now how do I get out of this?" She muttered to herself.

**00000000000000000000000000000000000000000000000**

Starscream was surveying the battle in front of him with an appraising look.

Quickchange was flat on his back, nursing a fresh blaster would to his lower leg, whilst Raveblade was busy floundering his way out of the river while trying to keep a grip on his sword. Otto had a smug grin on his face as he held his weapon on Starscream.

"Okay, you have some skill," Starscream admitted to the young Maximal. "You sure you're fighting for the right side? We could always use a good front liner in the Predacon forces."

"Keep trying to sell it Pred, I ain't buying," Otto snapped, keeping one eye on Starscream as he backed his way to the pod. "Now then, my new friend and I are gonna be going, and you don't wanna see you three following me, get it?"

"Got it," Starscream nodded.

"Good," Otto grinned.

"Now get this!" Raveblade shouted, suddenly slamming Otto from behind and sending him sprawling into the water.

The dimetredon transformer laughed as he planted his sword in the ground saying, "Honestly, how thick you have to be more me to sneak up on you?"

"I hope you saved a bit for me," Quickchange grumbled as he pushed himself up finally. "I wanna get him for clipping my leg like that…"

"You can have what's left after I take a piece out of him for all those traps," Starscream growled. "But first, let's see to that pod, shall we?"

Otto, in the meantime was struggling to shake the fog of blinding pain from his circuits. Hitting the water had not helped to ease the shock from suddenly having a large sword slam into him, but there was no time to try and access the damage. With a final force of will, Otto felt the pain lessen substantially as he shifted from bot to beast mode and paddled his way to the surface.

"_Warning, substantial damage sustained to robot form. Recommendation: remain in beast mode until medical aid can be administered."_ Warned his internal computer.

"_Great, but puppy doc is back at base…_" Otto lamented as he surfaced, seeing the Predacons seemingly arguing with one another as they approached the pod. _"I've got one chance…"_

Otto bolted from the water, making a bee-line for the pod. He hurriedly began punching the activation code into the keypad, and was rewarded as a small scanner rose from the head of the box and began to rotate.

"Scanning for suitable life forms,"The pod announced.

"Oh no you're not!" Starscream's voice rang in as a single blast blew the scanner to pieces!

Otto screamed in pain as Raveblade's foot made solid contact with him, sending him flying back to the water. He landed with a crash in a shallower section, groaning in pain as the Predacon chuckled a bit.

"Honestly, I hate it when someone tries to interrupt while I'm talking," Starscream growled.

"_But you're always, talking,"_ Quickchange thought, keeping his mouth shut tight.

"Hey, that little Maximal is actually a lot of fun," Raveblade grinned, "Can we take him to base? I could use a good sparring partner."

"Hmmm…Oh why not, he could be a good pet for Medmoth between bouts," Starscream nodded as he looked over the senseless Maximal. "But first, let's see about reprogramming this pod then finding a suitable beast mode for it."

As Starscream turned his attention to the pod, he suddenly was assaulted by something cold and slimy slamming into the side of his head. He fell over, sputtering with rage as a large, red-scaled salmon flopped on top of the pod and began convulsing as it 'drowned' in its waterless environment.

"A fish!?" Starscream blustered as he got up.

"Something special for ya," Otto chuckled as he managed to push himself upright.

"Scanning genetic structure," The pod beeped, much to the horror of the three Predacons.

"Get it off, get it off!" Starscream shouted, reaching for the flailing creature.

"TSEEEER!" Whined out a cry from above.

Starscream found himself pushed back as a large eagle with handsome brown feathers and a snow white head landed on the pod and began to consume the poor fish. A sudden flash of green energy covered the pod, scaring the bird back into the air with its meal clutched in its beak.

"Genetic sequence accepted, beginning replication. Maximal programming accepted." The pod announced.

"NOOOOOO!" Screeched Starscream, living his old nickname as he frantically reached for the pod's keypad only for a gigavolt of electricity to suddenly shoot through his system and send him skidding along the ground.

"Auto defenses enabled," The pod announced.

"So now it tells me…" Starscream wheezed out. "Smash it! Smash it now!"

"Don't have to tell me twice!" Raveblade called out, raising his sword overhead (Quickchange was too busy trying not to laugh at Starscream getting zapped to move.)

"Replication complete, you may emerge," The pod announced as the door flew open and slammed into Raveblade's face as a brown blur shot out of the pod.

"Ouch…" Raveblade grunted, pushing the pod door back into place.

**00000000000000000000000000000000000000000000000**

"Okay…" Slyswift said with a half-hearted chuckle, crouching onto her hindquarters and tucking one paw to her chest, while raising the other as high as she could. "Bah weep grana weep nini bong!"

"_Old bot in basic training said this should work everytime,_" Slyswift assured herself.

Near the back of the pack, one wolf raised its head and gave Slyswift a curious look.

The others all began to bark wildly and charged straight at the coyote, who hurriedly turned tail and fled for her life.

"Darn you Kup!" Slyswift cursed as she ran, the pack of wolves swiftly gaining on her.

Twisting and turning her way amongst the trees, Slyswift did all she could to try and lose her pursuers. Unfortunately, while it might have been easy to lose one wolf in this matter, losing an entire pack was proven to be a much more difficult endeavor. It seemed no matter which way she dipped or dodged, the medic found herself on a crash course with at least two of the wolves splitting off from the rest of pack.

"_Okay, she was right about pack hunters,"_ Slyswift admitted to herself. _"Gotta find somewhere they won't be able to follow me and…What in the Inferno…"_

Up ahead, a single black wolf stood over a small rocky outcropping, pawing at it and barking up a storm. Casting her gaze below where the wolf stood, Slyswift could see a small opening just big enough for her to slide in, leading into the hill the stones leaned against.

Not one to question a miracle, Slyswift dove through the hole as fast as she could. She stopped to look back out, only to see the black wolf at the entrance, gazing at her with one blue eye and one yellow one. It cocked at its head at her curiously, before nudging her further into the tunnel, as though signaling for her to keep running.

"Umm…Thanks," Slyswift said, before heading off.

The black wolf turned around, and whimpered a bit as it saw the rest of the pack gathered around it.

**0000000000000000000000000000000000000000**

"Well…?" Starscream growled, glaring into the empty pod.

"Well what?" Otto grumbled, gulping as Raveblade's sword pressed against his throat.

"Where is the protoform?!" Starscream shouted. "I didn't come out all this way for an empty pod!"

"You got all the same info I do, Screamer," Otto responded with a sneer (or a responsible imitation of one seeing as he was still in beast mode).

"Don't call me that!" Starscream ordered, pointing his weapons between Otto's eyes. "Trust me Maximal, if you want to live to another day, you'll stay on my good side."

"Um, pardon me sir," Quikchange chimed in, his optics focused upward. "But that eagle from before is still hovering around overhead."

"Your point being?" Starscream growled.

"A thought just occurred to me…That eagle above us doesn't have the fish the Maximal threw…What if the scanner picked up…" Quickchange reasoned.

Starscreams' optics flared as he pointed his weapons skyward.

"Scrap that oversized feather duster!" Starscreamed ordered.

"Tarnation, there goes mah cover!" Crackled a voice over the radio as the eagle suddenly streaked down toward the ground. "Ah well, it was durn boring up thair anyway! And ah just settled on mah new name too…Farsight, maximize!"

As he reached the ground, it was clear this eagle was a good deal larger than the one that had been lured in by Otto's fish. The feathers flattened against its body forming a metallic sheen of brown. The torso pulled back, showing off a red, metal chest as red arms emerged from under the wings, which shortened and pulled back into a pack donned across the shoulders. The bird's legs extended and unfolded, revealing more powerful limbs and, as a finishing touch, the head fell forward onto the chest, leaving a gruff looking face of red and gray metal with piercing blue optics.

With a foreboding click of prepping weapons, the new Maximal lifted his arms as a small minigun emerged from each wrist. He pointed them at the Predacons, a stern look on his face.

"Now Ah'm only gunna say this once," Ordered the bot in a rough, western accent. "Drop yer weapons and back away from the hostage."

"_Oh great, another Leos…"_ Otto lamented to himself.

"Bah, not more of that Maximal 'peaceful negotiations' slag!" Starscream lamented aloud as he raised his own weapons. "Let me spell out how this going to go..."

Starscream was cut off as a sudden barrage of laser fire from Farsight's weapons pierced into his hands and blew them into little bits. Starscream paused, his pain sensors numbed by the speed of it all as he contemplated his sudden amputation before finally screaming in horrific pain and shifting back into his beast form.

"Ha ha ha!" Raveblade laughed. "Woah, he sure showed you huh?"

"Shut up and destroy him!" Starscream ordered, smacking Raveblade in the back of the head.

Not needing to be told twice, Raveblade began his charge as Quickchange lifted his own cannon and prepared to fire. With a calm, practiced motion, however, Farsight aimed one weapon at Raveblade, and soon the the dino-bot's hands were lying on the ground next to his employers while his sword, now lacking support, fell back into its sheath.

The other was aimed at Quickchange, who hurriedly lowered his own weapon in response.

"Sorry, I like my hands," He apologized. "Beast mode!"

In a blur of green that blended to the surrounding landscape, the giant anole ran for life and limb.

"Quickchange you useless…" Starscream began to threatening.

"Yah know, if you were smart, you'd be following him," Farsight advised.

Many things could be said about Starscream.

And while it could be said that he wasn't a total genius, one thing he wasn't was an idiot.

The fact that he was a coward, certainly helped speed his decision.

"Raveblade, grab our hands and fall back!" Starscream, taking to the sky in his undamaged beast form as Raveblade also fell to beast mode.

Scooping up the severed appendages in his mouth, Raveblade made a disgusted face before taking off at a fast clip whilst complaining, "Eww, when was the last time you washed these?"

Otto was staring as the Predacons ran, and turned toward his new companion.

"Wow…Thanks for the save," Otto said, appreciatively.

"T'weren't nothin'," Farsight shrugged. "'Sides, you're the one that got me up 'fore those Preds could. Least I could do."

"Yeah…But what took you so long?" Otto asked.

"Hey, I was the one that just woke up. I was up there trying to figure out which y'all were on," Farsight responded, looking over Otto's shoulder. "Speaking of which, that a friend of yers?"

Spinning around in anticipation of a new threat, Otto was relieved to himself eye-to-eye with Leos, who was panting in an attempt to catch his breath.

"Otto, I just saw Starscream and the others run off, is the pod secure?" Leos asked.

"You tell me, boss cat," Otto grinned gesturing to Farsight.

"Oh," Leos realized, now noticing the newcomer. "Welcome then, fellow Maximal."

Before the welcome could be extended any further, Otto's internal computer began to beep and whine.

"_Warning, substantial damage sustained to robot mode. Immediate repair, required."_ Warned the voice as Otto slumped to the ground, the world fading around him.

"Otto!" Leos' voice rang out faint and distant to the young bot as everything went black.

**000000000000000000000000000000000000000000000000**

"Stupid little…Ugh! Does he have any idea how reckless he is…" A familiar was mumbling as the darkness pulled away.

"Geeze, I never knew you cared puppy doc…" Otto muttered weakly. "Your bed side manner needs work though…"

A dead silence followed, broken by a loud clang as Slyswift slammed a wrench onto the table next to Otto's head. His systems immediately restarted with a jolt, sending the startled bot to a sitting position faster than a direct shot of energon into his tubing.

"How long have you been awake?" Slyswift demanded, tapping her tool against her palm.

"I don't know, when did I pass out?" Otto wondered.

"A couple megacycles ago according to Leos and the new guy, Farsight." Slyswift answered, picking an energon cube and passing it to Otto. "I made your favorite, drink up. Not that you deserve it for that last comment."

Otto chugged down the glowing energy, and stretched his arms a bit, noticing a discolored patch along his right arm.

"Uh…" He droned, pointing to the offending area.

"Vain too, huh?" Slyswift questioned, picking up a can of white paint and beginning to cover up the patch.

"More like curious as to what the damages were," Otto explained.

"Oh…" Slyswift responded. "You're lucky they weren't worse, that sword almost took your arm off. You were leaking energon, even in beast mode, and almost went off line."

"Well, that's why we've got you around right?" Otto grinned as Slyswift finished the paint job and motioned for him to stand up.

"Come on, Leos has been receiving a transmission on a semi-regular interval. He thought we should be all there when he finally answers it." Slyswift instructed, putting Otto's arm across her shoulder for him to balance on.

"On the way, mind telling me how long till I'm fighting fit again?" Otto wondered.

"Let's finish this and I can pop you in the CR chamber," Slyswift answered. "Mind you, it hasn't been tested yet, but it should be able to finish what I started."

"You actually got it working?" Otto sounded surprised.

"One of them at least," Slyswift grinned.

Upon entering the security hub, still assisting Otto, Slyswift waved to Leos and Farsight, both of whom looked up from whatever conversation they'd been engaged in prior.

"I'm sorry to report that, despite my best efforts, Otto is going to make a full recovery," Slyswift stated, somehow managing to deliver the message with a completely straight face (though the mask over her mouth probably helped)

"Excellent work Slyswift, don't know where we'd be without you," Leos nodded.

"Probably the scrap heap," Slyswift and Otto both answered at once.

"They do that often?" Farsight wondered as the two younger transformers looked at each other in shock.

"Not often enough in my opinion," Leos sighed, shaking his head. "So, we should be receiving that signal again soon but first, let's officially welcome Farsight into active duty."

"Alright, I finally get to some longer recharge!" Otto cheered.

"Trust me kid, anyone who takes on three angry opponents and lived, has earned it," Farsight commented.

"Indeed, you did well Otto. But for all our sakes," Leos instructed.

"Don't be in a big hurry to do it again," Slyswift finished.

"Don't have to tell me twice," Otto winced as Slyswift helped him into a chair. "So, where's the myster caller?"

A loud beeping began to echo from the computer, and Leos nodded.

"That would be him now," He responded, reaching over and pressing a single button to answer the hail. "This is Leos, acting commanding officer of the Maximal forces on planet Earth."

"I know who you are…" A familiar voice grumbled over the speaker.

"Starscream? How did you get this frequency!?" Leos exclaimed.

"It wasn't hard, trust me," Starscream's voice answered. "So I'd bet that right about now, you and your new friend are probably all having a great time with the fact that sides are 'balanced' now."

The Maximals remained silent as the Predacon chuckled a bit.

"Don't get to comfortable, Maximals. I have eons more experience than any of you do on the battle field!"

"Aww shut it, Screamer!" Otto jumped in. "If you're so great, how come we keep beating ya? Plus, take a look at your name. What kind of terminal glitch head would actually name themselves after…"

"The name is my own you little flea bag!" Starscream shouted over the radio. "Of course, I guess I'm currently breaking a few laws of space-time."

"Like?" Slyswift wondered.

"Like how one being can't exist in two places at once," Starscream responded, the smirk eminent in his voice. "Of course, my past self would still be on the ARK at the moment."

"Wait a dern minute, you ain't saying you're the real Starscream, are ya?" Farsight interrupted. "That's just plain loco!"

"I suppose I didn't expect you to believe me without proof," Starscream responded. "So why don't one of you go to the back of your base, and punch in access code RID1985 to the entrance panel. My body should be next to that fool Megatron's, and I'd wager Soundwave is stuck somewhere near the back while one of my useless wingmen is lying under my feet…"

As Starscream to list things off, in a frightening amount of detail, Leos motioned to the others to remain still and left the room.

"So why bother calling just to brag about all this?" Farsight grumbled.

"Don't you get it? One little discrepancy in the time line and I win," Starscream taunted. "Today's victory means nothing for you, Maximals. I know thousands of ways to alter history to my grand view! And you're the ones stuck following the clues. Have fun!"

The radio cut out, and at the same moment, Leos reentered the room, a solemn look on his face.

"Leos, please tell me he was just trying to scare us," Slyswift begged.

"Farsight, it seems we may need your help more than I realized," Leos said simply to their newest member.


	6. Discovery

**Discovery**

"And you believe Slyswift has something to do with this?" Leos wondered, looking over Otto as he attempted to suppress his laughter without shorting out.

Otto was drumming his claws across the table of the security hub. Nothing seemed outright wrong with otter-transformer's appearance.

Except for the fact that his fur was now carnation pink rather than the usual brown. The humor of the situation was clearly lost on the younger bot as he let out a frustrated sigh and placed a paw on either of his hips.

"Yes Leos, that's what I just finished explaining," Otto grumbled, trembling with ill-controlled anger. "Last I remember, I didn't look like _this_ before stepping into that CR chamber that _Slyswift_ said she fixed!"

"Well, at least the damage to your robot mode was fully repaired, right?" Leos assured his companion, straining with repressed mirth.

"Oh spark, my regular paint job!" Otto gasped out, "I swear if I'm pink in both modes…Ottobot, Maximize!"

Considering the extensive damage Otto had attained to his arm no less than a day ago, his bot mode was pristine. Not a single smudge or line of his red and white coloring was out of place, and even the patch that Slyswift had placed over his nearly-amputated limb was no longer visible. Otto looked himself over before letting out a sigh of relief and steeling his nerves.

"Alright, well I'm still gonna give Slyswift a piece of my processor…" He swore, spinning on one heel and heading for the door. "No body messes with Otto and gets away with…"

As the door to the medlab hallway whooshed open though, Otto found himself face-to-face with Farsight. The team's newest member seemed a bit surprised at Otto's sudden appearance, and even more so when the young Maximal simply brushed past him and headed purposefully toward Slyswift's quarters.

"Ah'm assuming Slyswift knows that he's coming," Farsight commented to Leos as the cave lion stepped into the hall next to him.

"I doubt it, seems there was a little mixup with the coloration in Otto's beast mode and he's…unamused," Leos chuckled lightly, mouthing the word 'pink' so that Otto wouldn't hear.

Farsight quickly suppressed his own laughter and ran to catch up with Otto just as he reached the medlab's door.

"Hold on thar pilgrim," Farsight warned, grabbing Otto's shoulder. "You don't wanna disturb Slyswift right now. She's nappin'"

"Yeah? She's about get a rude awakening," Otto promised, shrugging off Farsight's hand and heading through the door. "Hey Slyswift I gotta talk to you…"

The door closed, obscuring anymore sound from within the room.

0000000000000000000000000000000000000000

Inside, the usual evidence of one of Slyswift's long projects were scattered all over the tables. Tools, bits and pieces of machines (origins unknown), and a few small puddles of CR fluid and oil were all present. Otto paused for a moment, his audio receptors noticing something missing.

It took a moment to place, but then he recalled that every other time he'd paid a visit to this room (willing or otherwise) the team's field medic had been listening to music of some sort downloaded from her data tracks onto the computer in the room. At the moment though, silence reigned aside from the occasional twitch or sigh coming from the only other occupant.

Slyswift was in her robot mode, laying down on one of the repair tables and clearly in the midst of a deep recharge. One arm was over her optics, and the other seemed to occasionally twitch out to grasp for something.

"_Okay, now what's she doing…"_ Otto wondered, walking over to the femme and grabbing her shoulder.

"Hey puppy doc, rise and shine!" Otto demanded.

00000000000000000000000000000000000000

Back outside the medlab, Leos and Farsight were watching the door to see the results of Otto's intrusion into Slyswift's sanctum.

"So how do you know she's asleep?" Leos wondered, looking to the team's new security officer.

"She let me use a few of her tools and her diagnostics scanner to tune up mah weapons," Farsight explained, clicking his miniguns up and down for emphasis. "When Ah turned off the radio and left though, it looked like she was getting' some recharge…"

The automated door suddenly flew open, luckily for Otto who hit the wall beyond it instead. He slowly slid to the ground, moaning in pain as he rubbed a fresh dent that had been knocked into his helmet.

"And also, it hurt my feelings!" Otto complained shaking one fist in the direction of the open door.

Farsight shook his head as he laughed, responding, "Well if yer mug was the first thing Ah saw when Ah woke up early, Ah'd be a touch miffed mahself."

As the security chief helped Otto up, Leos took the opportunity to move into the room.

"Slyswift, are you feeling alright? I _was_ getting used to you and Otto almost getting along," Leos commented.

The coyote femme, still in bot mode, was now sitting up on the table, her optics flickering as she shook her head.

"Uh…Leos?" She wondered, her optics glowing bright again to indicate full return to consciousness. "What was all that racket a second ago?"

"Off hand I'd say you just proved to Otto you're stronger than you look," Leos pointed out, gesturing with one paw to the still dazed young warrior.

"Great, more work then," Slyswift sighed as jumped down from her bed.

00000000000000000000000000000000000000000000000000000000

"Ahh, if there's one positive thing about being stuck on this planet for a while it's the clear open skies," Starscream commented aloud as he soared over the plains in his Archeopteryx form. "Even better since I don't have to worry about a couple of clumsy wingmen cramping my style."

Once again, the Predacon leader was out on patrol. To the outside observer, it would probably seem odd for the (once) proud leader of the Decepticon Air Forces to be taking on scouting duties himself now that he was actually in charge. Especially since his subordinates were just as aware of his true identity as the Maximals were.

"_It's also nice to get at least some respect…From Medmoth,"_ Starscream mused to himself as he started a gentle bank into a wide loop to turn back toward base. _"But that Quickchange…He's clumsy, definitely trying to hide something from me, and insubordinate at the worst moments. With any luck it won't spread."_

Indeed, it was moments like these that Starscream needed to clear his head, especially since the addition of their fourth team member.

"_And the next time Raveblade tells me to do scouting myself he'll find my blasters shoved so far up his tail pipe he'll be in danger of choking on them!"_ The flier promised himself as he cast his gaze groundward again. _"You'd think being the Great Starscream would be enough to keep those rowdies in line but nooooo! This generation has some serious problems with authority."_

Something moved out of the corner of the Predacon's field of vision. Turning his head suddenly, Starscream could spy a blur of shadows vanishing amidst the trees to his left. Pausing in midflight, Starscream turned toward the area where the motion had taken place, catching a brief glimpse of tawny fur.

"_Oh ho, what have we here?"_ Wondered Starscream as he descended toward the trees_. "Did a little Maximal come to spy on me? Well I was in the mood for some target practice anyway, and that looked an awful lot like that annoying feline leader of theirs."_

Setting himself down on a tree branch, Starscream's optics scanned through the thinly spaced foliage. He smirked as he spotted another blur of a tawny, four-legged critter heading deeper into the woods.

"_You're either that annoying Maximal spying on me, or you're gonna become a quick lunch for my beast mode,"_ Starscream mentally threatened his quarry as he spread his wings again. _"Either way, it's not a good day for you."_

0000000000000000000000000000000000000000000000000

"One hundred-eight…One-hundred-nine…" Otto grunted as he rapidly shifted back and forth between bot and beast mode. "Did I mention how much I hate transform-ups?"

"Yer the one that noticed it was shifiting yer color back to normal," Farsight pointed out, gently polishing a pistol with cleaning rag. "Wow, kin you believe how many spare weapons wer left stockpiled here?"

"I know!" Otto exclaimed, flipping back to beast mode for the one hundred-twelfth time and looking over his body for the slightest trace of pink. "Can you believe Slyswift won't help me install any of those upgrades?"

"Well, the extra strain and memory usage from the new software can be dangerous," Farsight nodded sagely as he set the gun down. "Just a regular little pop gun like this only needs a bit o' practice though."

"We'll make sure to put weapons training to the daily schedule then," Leos commented, entering the security hub. "Any word from Slyswift yet?"

"She must be feeling better, I saw her headin' out the front gates a while ago," Farsight commented.

Noticing the stares he was getting from Leos and Otto, Farsight sat up with a quizzical look.

"What? She don't normally do that?" He asked.

"Not when she knows she's supposed to take over for me in less than a megacycle," Otto grumbled.

"I really wish she would clear it with me before taking these little sabbaticals," Leos sighed, shaking his head.

"What about me?! I've been on shift for twelve Megacycles!" Otto protested. "Part of the advantage to having a four-man squad was supposed to be a longer rest cycle for everyone, remember?"

"You can take that up with Slyswift then," Farsight stated. "Though given the fact that Starscream is still on the loose it'd probably be better if one of us got in contact with her."

"I couldn't agree more," Leos nodded. "Sorry Otto, looks like you'll need to cover for Slyswift for a little bit. I'll go out and find her, she couldn't have gotten too far."

Otto gave a half-hearted salute as Leos headed out the door. The younger Maximal slumped down in his chair with a heavy sigh.

"Why can't life ever be unfair in my favor?" He wondered aloud.

Farsight simply went on cleaning his weapon and watching the monitors.

**00000000000000000000000000000000000000000000000000**

"_Wildspark, is something the matter?" The field scanner attached to the femme's wrist queried as its owner got up from her computer terminal and headed for the door of her room._

"_How long have they been quiet downstairs?" The gray Cybertronian responded._

"_Hmm…Come to think of it, they haven't made so much as a beep since you told them you needed some time to study," The scanner answered._

"_Exactly, something has to be wrong," the femme nodded as she made it downstairs and began checking room-by-room for her creators._

"_I'll try scanning around, I'll bet they just went shopping for spare parts and programs…" The scanner announced, before cutting itself off with a high-pitched whine. "Scratch that, two emergency signals coming from the downstairs laboratory!"_

"_I knew they were being too quiet!" Wildspark exclaimed as she dashed toward the one door in the entire home that she usually avoided whenever she could. "And why didn't you let me know sooner?"_

"_Well I honestly thought they'd just pull the emergency buzzer again," The scanner elaborated as the door opened up._

_Plumes of multicolored vapor spewed from the open portal, forcing Wildspark back as she wiped odd residue from her optics. Muttering under her breath, the young Maximal quickly shifted forms. Arms and legs retracted as her body folded into the relative shape of a dune buggy, hovering just over the ground. In spite of the transformation, Wildspark's vehicle mode was still small enough to easily fit through the doorway and begin down the stairs into the lab._

"_For how many times I have to come in here…" She grumbled as she reached the bottom of the ramp and began scanning around._

_The smoke that filled the area didn't seem to do much other than be colorful now, and the scanner beeped from his position in Wildspark's dashboard as it analyzed the atmosphere._

"_Well, seems that some of the parts they were storing down here weren't properly drained before they began working on them…" the tiny device announced._

"_Slag, I told Wreckjack to check the CR converter…" Sighed the scanner's partner._

"_So…You did…" A voice moaned through the smoke._

"_Wreckjack, you okay?" Asked Wildspark as she slowly glided forward until she was even with the first of her prone parental units._

"_Fortunately, this vapor seems to have decreased in potency since it formed, but those first few moments were quite disorienting…" a more feminine voice commented._

"_Just hang on, I'm activating my magno-stretchers to lift you two out," Wildspark assured the duo as she turned her rear bumper to them._

_Twin beams of blue light shone out and wrapped around the pair of transformers, lifting them slowly from the ground as their limbs straightened out. Making her way carefully back up the ramp and through the door, Wildspark was relieved to finally hear the computer announce, "Emergency ventilation, activated."_

"_Seems the vents were frozen when that smoke started," Scanner chimed in._

"_Yes, that's what I get for failing to drain the CR converter properly," Wreckjack admitted as he and Startrack were gently lowered to the ground as their creation spun back up into her robot mode and waved the field scanner over them._

"_You two do realize that I'm leaving in about 48 megacycles, don't you?" Wildspark sighed as her scanner reported no major damage. "What are you going to do without me around?"_

"_Finally learn where the fire extinguisher is stored?" Guessed Wreckjack, earning him a half-laugh, half-sigh from Wildspark and a cold glare from the other rescuee, Startrack._

"_Wildspark, you're concern is touching but misplaced," Startrack assured the younger femme. "Your co-creator and myself were able to maintain life functions fine before we created you, and we'll continue to do so while you're gone."_

"_Though it would probably be a good idea for you to check in often," Wreckjack chuckled as he got to his feet._

**0000000000000000000000000000000000000000**

"_Check in often…"_ Slyswift thought with a heavy sigh as she padded in a large circle around a rock grouping. _"Well, little chance of doing that anytime soon."_

Filing away the last few moments of the dream she'd been having before Otto so rudely interrupted, the coyote started off in a new, random direction. In spite of making few (if any) conscious decisions of which direction to take, the landscape was starting to look familiar to her.

"_Of course, that might be because most forest and fields look the same,"_ Slyswift said to herself as she noticed her surroundings. _"Huh…I had to save my creators so many times before I convinced them to let me go on this mission, and now I'm one of the ones that needs rescuing. If Wreckjack were here I'd be hearing one of his 'Told you so' speeches about now."_

The thought elicited a slight chuckle from Slyswift, lifting her spirits a bit. Taking one last look at the landscape around her, she began making her way back the way she had come.

"_Well, I have watch duty soon so I'd better get back before Leos starts to worry,"_ The coyote thought as she left the area behind.

She suddenly pulled to a halt. Something suddenly registered on her internal scanners. A steady signal, unknown to her but remarkably familiar, had just entered the range of her built in medical radar.

"_What's this?"_ Slyswift wondered, turning in the direction she could sense the signal in. _"This…This is the same energy signature I've been picking up for the last orn!"_

Giving it no more thought, Slyswift took off toward the strange reading, determined to put an end to the mystery at last.

**000000000000000000000000000000000000000000000000000**

"_Come out, come out, wherever you are…"_ Starscream mentally commanded his mark as he spread his wings and silently glided over to the next tree.

He'd been following the spy he'd perceived at the edge of the forest for quite some time now. Earlier experience with travel in the woods was making it so that this time he had managed to avoid any impacts with the surrounding flora.

On the downside, the slow progress he had been making meant that Starscream had almost entirely lost sight of his target. He was going on little more than the last direction he had seen it moving in and a strange scent that didn't quite mesh with the surrounding smells of the trees and normal animals.

"_This is getting ridiculous,"_ Starscream growled in his processor. _"That Maximal must be back at his base by now…Well, it's not like I was hiding anything back there anyhow."_

A sudden blur of movement drew Starscream's attention once more. He immediately recognized the color and shape of the speeding animal to be similar to the creature that he'd followed initially. Spreading his wings once more, the Seeker made a dive from his perch and began weaving his way through the foliage after the blur.

_**CRUNCH!**_

With a groan of pain, Starscream pulled his beak from the trunk it had become imbedded in. In the excitement of finding his quarry, the lessons from his previous chases around the woodlands had been forgotten and his face seemed to have redeveloped its magnetic attraction to wood.

Raising one wing to rub his soar beak, Starscream failed to realize that the talons on his other wing did not have a firm grip on the bark. This fact became apparent when they slipped loosed, sending their load tumbling backwards to the forest floor, where he landed with a soft _**fwump**_ on a layer of thick, brown plant life.

"Mental note, if I have to crash make sure I have a brown, grassy hill like this one underneath me before I…Wait, grass isn't supposed to be brown," Starscream muttered to himself.

With this comprehension, the improtu crashmat suddenly rolled, pitching Starscream to the soft earth of the actuall forest floor in front of it. Looking up at his former landing pad, Starscream could see now that it was actually an incredibly large mammal, looking very much like a cross between a sloth and a bear, and covered with shaggy, brown fur.

This creature, which would come to be known as the _Megatherium_ (or Giant Ground Sloth), did not seem pleased in the slightest with being awoken from its nap. Baring its teeth at the tiny, feathered form before it, the monstrous beast let out a low growl.

Before he fully realized what he was doing, Starscream as up in arms, puffing out the feathers on his chest and back and spreading his wings. He let out a screeching cry at the beast, glaring right into its eyes as he did so.

"Know your place you oversized squishy!" Starscream growled.

Though the insult was not in a language it understood, the sloth clearly got the meaning of the message.

And it did not like being insulted.

Starscream let out another squawk, this one of fear, as the creature swiped at him with its huge claws and powerful front limbs. Flapping his wings and firing up the mini-boosters he retained even in beast mode, The flier quickly left the ground far behind and crashed his way upward, through the canopy and into the open sky above the layer of leaves. Taking in the fresh air, Starscream let out a sigh as he checked his targeting radars.

"_Next time my beast mode wants to assert its instincts, I'm going to have Medmoth remove them,"_ Starscream fumed as he soared above the tree line, having picked up a faint trace of energy. _"That Maximal is going to pay so hard for making me chase him like this…"_

The open horizon beckoned, and the edge of the forest was visible. Verifying that his target was heading in that direction, Starscream took off.

**000000000000000000000000000000000000000000000**

Carefully picking her way through the woods, all of Slyswift's senses were gathered with laser-like focus on the source of the strange energy signature. As usual, it was all but impossible to break her concentration now that she had found something that required her full attention.

"_Almost there…"_ Slyswift coached herself as she drew ever closer to her goal. _"I can almost smell the source of that energy."_

Pausing for a moment in her search, Slyswift's sensitive canine nose twitched a bit as she sniffed at the air.

"_Phew! Wait, this scent seems familiar somehow,"_ Slyswift realized.

Then she noticed the wolf less than two feet in front of her.

Not just one wolf, but three. Four if one was to count the rather pathetic looking specimen laying on the ground behind its snarling packmates as they turned to face the now-all-too-familiar coyote.

Slyswift took a moment to notice that the injured wolf seemed rather familiar, before turning her attention back to his angry brothers.

"Eh heh heh heh…We really should stop meeting like this," Slyswift said with a grin as she slowly backed away from the much larger canids.

A chorus of growls was all the response she got.

"Okay…" Slyswift muttered clearing her throat before waving one paw to her aggressors. "Klaatu Barata Nikto!"

In what was becoming a common exercise for her, Slyswift once more found herself with a gang of angry wild dogs nipping at her heels.

"_I really need to stop trying to communicate with these things!"_ Slyswift scolded herself as she ran for her life.

Jumping over logs, winding her way past boulders and between trees and basically just moving as quickly as physically possible, Slyswift held nothing back in her attempt to dodge her pursuers. The wolves were just as good at following however, though this time around it seemed the young femme was managing to gain a slight lead.

"_Is it bad that I'm getting really good at running for my life?"_ Slyswift wondered as she noticed how successful her escape was becoming.

With a surge of speed though, the wolves began to close the gap, two of them branching from the third and closing in on either side of Slyswift. Noticing the predicament forming, Slyswift also spotted a dead tree leaning against another tree at a shallow angle…

Pouring on the speed, the coyote charged right at the fallen oak and sprang into the air. The wolves came to a stumbling halt as she landed on top of the tree, spun back around, and then jumped again, sailing back over their heads before hitting the ground running back in the direction they came from.

The trio of pack hunters was about to resume pursuit when suddenly an ear-splitting shriek pierced through the otherwise silent forest. All three wolves looked about, confused by the sudden noise. The lead one let out a swift bark as a low roar sounded from the same direction as the shriek, followed by a ruckus of cracking wood and falling branches. The wolves headed off in the direction of the strange noises, their interest in Slyswift waning in lieu of this new potential threat.

Slyswift had heard the noises also. While the roar wasn't familiar, the screech was something she had become with familiar with over her time on Earth. Mostly thanks to the many injuries her fellow Maximals had managed to inflict on the Predacon leader.

"_Oh great, Starscream is here too?"_ She realized, quickly honing her senses back onto her original goal. _"No time to mess around, Slyswift. Gotta find whatever that is and bring it back to base before Screamer picks up on me."_

**0000000000000000000000000000000000000000**

Leos looked up as a horrendous screech tore through the silence that had reigned over the area. Leos was no less familiar with the noise than Slyswift was, he began running in the direction from where Starscream's cry had sounded.

"_Best place to start looking: right where the trouble is,"_ Leos said to himself as he crossed into the woods.

**000000000000000000000000000000000000000000**

"_Got you right where I want you now, Maximal,"_ Starscream mentally taunted his target as he silently glided in toward a tree near the edge of the forest.

It had been quite the chase trying to keep sight of his foe while staying above the trees, but now there was no more cover, something the pursued creature had come to realize as it had stopped running and climbed into the very tree Starscream was now targeting.

The upper layers of branches and leaves still mostly obstructed his view of it, but Starscream was confident as he drew closer…

"Starscream, terrorize!" The Predacon yelled out, turning a flip in midair as his body shifted from a feathery lizard/bird to a sleek seeker armed with twin blasters. "You're finished Maximal…scum?"

Staring at Starscream from the branch it laid on was a very confused and, until recently, highly relaxed, ocelot. Its tawny fur was similar in color to Leos, though now the flier could see the dark spots arranged along its body in almost stripe-like patterns. Snarling in rage, Starscream fired both blasters at the feline, causing it to leap from the branch and land perfectly on all fours back on the ground.

The predatory cat hissed angrily at Starscream before taking off back into the woods. Starscream was grumbling as he lowered both blasters.

"_Great, now I need a way to keep Quickchange from finding out about this,"_ Starscream muttered to himself as he prepared to fly off back to base.

He winced as sunlight began glaring into his optics, and quickly lifted one hand to shield them.

Then he noticed that the sun was still a fair distance overhead, nowhere near the horizon that the offending light had come from.

Hesitant to give in to his curiosity again, seeing what it had just got him, Starscream carefully peeked through his fingers. The sun was reflecting off of a spire protruding from the ground not too far off. The edge of the forest, it seemed, hid a previously unnoticed wasteland of hard, dry ground and sparse vegetation from view.

Firing his thrusters again, Starscream headed toward the pillar, ignoring his doubts. As he drew closer he began to pick out more details.

The spire was deep purple in color, though still lustrous allowing it to reflect light. Two smaller fins shapes peeked above the ground beside it. Landing next to one of the fins, Starscream noted the strange characters etched directly into the metal.

Cybertronian characters that read: NEMESIS.

**0000000000000000000000000000000000000000000**

Following her sensors once again, Slyswift felt herself drawing closer to her original target. She slowly entered the clearing where the three wolves had begun chasing her, and stopped to look around.

"_According to my readings I should be almost on top of it,"_ Slyswift realized as she began nosing around, checking behind each nearby tree. _"So how did it just…"_

Lost in her own thoughts, Slyswift grunted a bit as she bumped right into another wolf. Working by what could now count as instinct, she jumped back away from it expecting another chase to begin.

Much to her surprise, the wolf pulled away from her as well. It wasn't able to move far though. Slyswift quickly realized this was the fourth wolf from earlier, the one that the other three had been growling at before she had interrupted.

As it stared back at her, Slyswift couldn't help but notice the creature's black fur, nor the fact that its one eye was blue while the other was golden in color…

"It's you," Slyswift realized, stepping closer to the injured canine. "You helped me before, back when that whole pack was chasing me."

The wolf raised his head slightly, then started getting back on its feet. Slyswift moved in closer, planning to try and help it up somehow, but the animal stumbled back away from her with a noise that sounded halfway between a whimper and growl.

"No, it's okay, I won't hurt you," Slyswift tried to calm the beast. "Oh right, you can't understand a word I'm saying, can you?"

Another growl sounded, but this one seemed to originate from the wolf's midsection rather than its throat. It simply lay there, dividing its attention between licking its wounds and keeping one eye on Slyswift, who was thinking things over.

"Okay, growling innards for organics means…" Slyswift thought aloud, pacing back and forth as she tried to remember. "You're hungry! Right?"

The wolf just continued to give the Maximal a blank stare as she turned away.

"Just wait right here, okay?" Slyswift requested. "Just…Stay boy."

Heading into the woods, Slyswift stopped for a moment and double checked her reading as she looked back to the wolf.

"_No doubt about it,"_ She realized, rubbing her muzzle with one paw in deep concentration. _"That canine is the source of the weird signal I keep picking up. And unless he'll let me get close I might not have the chance to figure out how he's giving it off."_

**0000000000000000000000000000000000000000000000000000000000**

"Too think that all this has buried here for so long! It's like a dream come true," Starscream mused to himself as he strolled along the familiar (if a bit dilapidated) halls of his army's former flag ship.

Cybertronian alloys were truly a thing of wonder. Though there was evidence of salt and water damage in many areas, the ship itself was still structurally sound despite being buried under ground for countless eons.

Starscream's search was already fruitful. He had found plenty of data tracts, excess spare parts, and (too top it all off) a wealth of stabilized energon cubes.

"I really underestimated how valuable a body of this size would be," Starscream chuckled as he made his way towards the ship's bridge. "Those cubes would be barely count as rations for a few solar cycles, and now they can keep my army fueled for orbital cycles!"

Stepping aboard the bridge, Starscream took a deep breath, drinking in the sight of his former work stations. A massive grin split his face as he spotted the massive throne that sat at the center of the entire room. Taking into the air once more on his thrusters, he laughed madly as he slowly lowered himself into the former seat of Megatron.

"Ha ha ha! If only Megatron could see this!" Starscream laughed, waving his hand to the empty room. "If there were just some way to get this baby running again those Maximals would be dust before they knew what hit them!"

Despite the pleasant images brought on by that fantasy though, even Starscream had to admit that the dream was impossible. Between the layers of earth covering it and the untold corrosion inflicted upon the engines and several of the other primary systems, it was fortunate the The NEMESIS was still in one piece.

As he jumped down from the throne and started toward the computers to begin salvaging more technology though, something else caught Starscream's eye. Moving toward a crumpled shape in the corner, Starscream squatted down by it and gave it a careful look.

"Well, now isn't this interesting?" He mused. "Guess I wasn't the first one to make it on board."

Looking over his find, Starscream grinned once again. A plan was beginning to take shape, and he had all the parts he needed right here.

**000000000000000000000000000000000000000**

The black wolf looked around. It had been a while (to him at least) since Slyswift had left. Bracing himself against the pain of his battered body, the canine tottered back onto his paws and took an uneasy step forward.

It stopped as something rustled nearby, and pulled back once again as Slyswift emerged carrying a rabbit in her mouth. Sporting as much of a smile as her bunny-filled muzzle would allow, the coyote-femme slowly walked up to the wolf and set the dead rabbit at his paws.

The wolf looked at the offering, then back to Slyswift who gave him a gentle nod.

"Go on, I got it for you after all," She coaxed.

Without any further hesitance, the starved wolf set upon the rabbit like the wild beast he was. While he was distracted with his meal, Slyswift carefully began walking a tight circle around him, her sensors focused fully on her new patient.

"Well, guess if you're that hungry that signal isn't coming from something you ate," Slyswift commented as she finished circling the predator just as he finished stripping the rabbit down to its bones. "Can you tell me your name?"

The wolf tilted his head, and wagged his tail at Slyswift before letting out a clear bark.

"Okaaaaay…Just like I thought then, you can't speak Cybertronian," Slyswift confirmed, checking her sensors again. "Let me guess then, you've been wandering close to weird looking crystals, haven't you?"

The wolf merely let out a whimper but continued to keep his gaze on Slyswift.

"_So I almost risked my life coming out here to find a wolf that's been rolling in energon,"_ Slyswift thought, shaking her head. _"Otto would never let me hear the end of this if he found out."_

That thought drew something else to her attention, prompting Slyswift to check her internal chronometer.

"Oh slag! If I don't head back now I'll be late for security detail!" She realized, setting off back toward base.

As she ran, Slsywift couldn't help but notice the sound of a second set of paws trailing behind her. Stopping she turned back around to the wolf following right in her footsteps.

"Um…Why are you following me?" Slyswift wondered, forgetting for a moment that her canine companion couldn't speak.

The wolf responded by flopping down onto one side and turning his head up to Slyswift, both eyes focused on her. Slyswift shifted her weight uneasily, wondering just what to do now.

**000000000000000000000000000000000000000000000000**

Quickchange grumbled under the oppressive heat of the late-afternoon sun. In spite of what his better judgment would usually allow, the large anole had followed Starscream's latest orders to the letter.

It had struck the three younger Predacons as odd when their leader returned so late from his patrol, what was even stranger was when he gave immediate orders for all of them to follow him out to the desert region.

Now Starscream and Medmoth were somewhere deep inside the large hole in the desert floor, and the thrill of discovering the _NEMESIS_ had worn off somewhat when it was made clear to Quickchange that he wasn't going to be allowed inside.

"_I don't care if he is the original Starscream, there are still quite a few flaws in his leadership abilities,_" Quickchange grumbled indignantly to himself. _"Wasting so much time out here when I could be trying to move that energon…"_

"Well, it's official. History is boring," Raveblade said aloud as he stomped over to the hole in his dimetredon form and gazed down into it before looking back to Quickchange. "Just how long are we supposed to wait again?"

"I don't know, like so many other of his plans so far, Starscream doesn't seem inclined toward keeping our convenience in mind," Quickchange grumbled as he faced his fellow lizard. "But when he gets his aft out of that hole, tell him I went back to base."

"He'll figure that out when he sees my tail heading the same way." Raveblade chuckled as the two turned away from the pit and headed back toward the inviting shade of the forest, ignoring the sounds of light flapping coming from behind them.

"Going somewhere?" Starscream's voice asked, inciting both reptiles to turn around.

Whatever witty comment Quickchange may have come up with was lost as he fell back with a fearful shout at the sight of what Medmoth and Starscream had extracted from the hole.

The bot the two were carrying was a solid gunmetal-gray, signaling it had gone off-line permanently. But that didn't change its face any, which was frozen in a horrific snarl exposing frighteningly sharp teeth. One of its eyes was covered with a targeting sight, but the other seemed to glare directly at the anole as he backed away. The rest of this bot made it clear that it was made for one thing: combat.

Its body was powerfully built, and much like the robot modes for the other Predacons, the skeleton of its beast mode seemed to make up its armor. But Quickchange couldn't tell just what sort of beast it might be, partially due to the lack of coloring, and mostly due to several heavily damaged sections of its body. All that could be told was that it seemed to take the general form of some combination of Starscream and Raveblade's beast modes. A mass of blades extended from either hand, twisting into claws, and one extended from either foot as well.

"Cooooool," Raveblade grinned as the damaged bot was lowered onto solid ground. "Now this guy looks like he could put up a fight!"

"You'd be amazed what some bots throw out," Starscream grinned as Medmoth collapsed behind him, exhausted with the efforts of assisting in the lift. "And whoever he was, he's going to be a powerful weapon for us."

"You don't honestly think you can bring this piece of scrap online, do you?" Raveblade wondered as Quickchange moved tentatively closer to Starscream's find.

"Hmmm…" Quickchange muttered as his wireless uplink activated, green energy pouring from his eyes into the eyes of the bot. "No spark, but the CPU and most of the circuitry seem undamaged. In theory he could be revived, but he'd be little better than a drone."

"A _combat_ drone," Starscream purred as he ran one finger across the bot's shoulder. "Raveblade said he looks like a fighter. Let's see how much the Maximals like dealing with him."

**0000000000000000000000000000000000000000000000**

Farsight looked toward the door as the sound of pounding paws against metal ground grew louder and louder, signaling that someone had returned to the base in an awful hurry. The door flew open and Leos burst into the room, shifting to his robot mode as he did so.

"It's no good, I can't locate Slyswift out there," Leos reported. "Farsight, I'm going to need you fly recon…"

"Put it in neutral thar, pardner," Farsight advised as he calmly picked up an energon cube from the table and tossed it to Leos. "Slyswift got back about ten cycles before you showed up."

Leos caught the energon cube, a look of relief on his face, "Oh good."

"Yeah, she apologized for being late too," Otto reported, checking over his beast mode for the fiftieth time for any trace of pink. "Said she'll even hang for a few cycles after to make up for me covering the first bit of her shift."

Leos nodded, then drained the energon cube and headed for the hall to med bay.

"I'll just check up on her real fast before that," He reported to the others.

"Yeah, you do that," Otto acknowledged, waving a paw as Leos exited. "So, Farsight, about those targeting lessons…"

Down in the medical bay, Slyswift was hosing down a rather shaken black wolf with the cleaning solution that she kept on hand for washing off the ashes that occasionally leaked under the back entrance (the one that lead through the volcano).

"I left you by the back door for two cycles so I could back in the front and make sure the others know I'm here. How could you have gotten this dirty?" She whispered to her new companion.

The wolf let out a little whimper, and Slyswift hushed it as she rubbed the top his head.

"Well, as long as you can keep quiet and eat rats…" She smiled.

_**BAM BAM BAM!**_

The wolf yelped in fright as Slyswift quickly ushered him into a small nook behind the second CR chamber that she was still repairing. Making sure that the beast wasn't going to make anymore noise and motioning for him to stay in place, Slyswift headed over to the door and opened it a crack.

"Slyswift, is everything okay? I thought I heard someone…" Leos began.

"Yeah, that was me, you startled me is all," Slyswift assured the Maximal leader. "Did Otto send you? I was just about to go up."

"Actually, I wanted to talk with you. I shouldn't need to tell a bot like you that leaving the base by yourself when we know that we could fall under attack at any moment is a bad idea," Leos advised.

"Hey, you've been sharing the base with Otto too, can you really blame me?" Slyswift answered. "I just…Needed some time to clear my head."

"Well, in the future, at least have the courtesy to tell someone where you plan to go," Leos ordered, moving away from the door. "Now, I'm going to finish my rest cycle, so you head up to security."

"Yes sir," Slyswift nodded as Leos headed toward his room.

Moving back to the nook, Slyswift squeezed behind it and patted her new roommate on the head again.

"Okay, I've gotta head out, you stay here and be as quiet as a mouse…" Slyswift whispered to the canine.

A sudden clank indicated that a rat had just knocked over something, causing the femme to wince.

"Okay, bad example. Just, don't move, understand?" Slyswift asked.

The wolf let out a quiet bark, close to a whisper almost and lay down. Slyswift scratched him behind the ears as she slid out from his hiding spot.

"Still need to think of something to call you…" She realized as she stood up. "How about…Omega?"

The newly dubbed Omega looked up and began wagging his tail, and Slyswift smiled at him.

"All right then, be good while I'm gone Omega," She said before heading out the door.

Omega remained still, all except for his tail which swished quietly back and forth behind him.

**00000000000000000000000000000**

**Far off in Nexus Zero, the purple-eyed Vok remained vigilant in its watch, alongside its green-eyed companion as they saw event unfolds on the tiny, far away planet.**

"**Did you know of this?" The green-eyed one asked.**

"**We all did, but none suspected that they would find it," answered the purple one. "But it's not supposed to be there in the future. This is better for the time line."**

"**We may not need to interfere to remove it, but what if it begins to work again? It could disrupt the flow of time even further." The green one worried.**

"**And should that happen, its awakening gives us an opening to act." The purple one stated.**

**And far away, deep with the nebula, a single star shone.**


	7. Stalker

**Stalker**

"Fragging bossy, bird-brained, head up his exhaust port…" Quickchange grumbled to himself as he stalked along. "Do this Quickchange, do that Quickchange. No I can't help you I'm too busy telling you what to do. Some scientist he must have been."

Quickchange's indignation, currently, sprung from his "employer's" efforts toward their newest weapon. The off-line Predacon that had been found aboard the _NEMESIS_ was in worse shape than had first appeared. While Starscream had been rather helpful at the start of the project, he was dropping back into the habit of having his subordinates do all the work and wanting immediate results. Recently, the biggest contribution he had made was to double check over all the code Quickchange had written for the program, point out everything that wouldn't work in it, and ordering him to start over from scratch.

The anole had snuck away when Starscream headed off with Medmoth to go over plans on rebuilding the bot's weapons. The large anole had managed to reach the forest rather quickly, but given his Beast-mode's inability to maintain its own body temperature he was rather unwilling to hide in the shady forest when the sunlight at its edge was keeping him comfortably warm.

"_Just need to get away from that maniac for a little while,_" Quickchange told himself as he set himself on a flat rock and closed his eyes. _"Maybe squeeze in a bit of recharge to…"_

_Laserwave drummed his fingers along the arm of his seat. He had finished updating the mission log in his computer regarding the unexpected delay and was now trying to get in touch with someone else over it. Unfortunately it seems his intended recipient was not near their own computer at the moment, a fact which was beginning to worry the data specialist…_

"She should be out of recharge by now,"_ He thought to himself as he sent the message again._ "If she doesn't hurry she'll be late, delay or not."

_He looked up from the screen to the others who would be joining him on the AXILON, just to make sure that he hadn't missed her in the crowd. The red and white bot that had run into him earlier was still busy recording images of the rest of the crew, but seemed to be wary of approaching the pair of medics who were each keeping an optic on him. Laserwave had noticed one of the medics smack the young camera bot for trying to get what he referred to as a 'close up'._

_As he was triple checking the crowd, a pair of hands suddenly clapped down on his shoulders. Laserwave jumped in his seat a bit before a familiar voice chimed in._

"_Something interesting over there?" The femme behind him asked._

_Tucking his laptop under one arm and getting up from his seat, Laserwave turned around to find exactly the Maximal he had been searching for._

_A black and white femme, with a sleek design in both body and the armor formed from her vehicle mode. She had a coy grin on her face, her optics covered by a blue visor, and a pair of headphones over her audio receptors._

"_Just wondering why my partner was going to miss the boarding call," Laserwave responded. "If we hadn't been delayed…"_

_Noticing the grin hadn't left the femme's face, Laserwave gave a sigh of frustration._

"_When did you figure out that the flight had been delayed?" He asked._

"_I checked the schedule first thing this morning," She answered._

"_Tempo…Why didn't you tell me?" Laserwave grumbled._

"_You had already left by the time I came out of recharge, and…" Responded the femme._

_The thus identified 'Tempo' removed something from her subspace storage. A personal radio with audio piece that looked astonishingly familiar. Tapping his audio receptor with a free finger, Laserwave gave a sheepish chuckle as he took the tool._

"_Heh, thought I was forgetting something this morning," He admitted._

"_Eh, it's cool," Tempo assured him as she took the seat next to her roommate._

_As she sat down, Laserwave's optics caught sight of something on Tempo's shoulder…_

"_So, get a tire change recently? Like this morning, within the last megacycle or two?" He commented._

"_Aw this? It's nothing, I just ran over some shrapnel off the access ramp," Tempo commented, before noticing Laserwave was looking exasperated. "Oh not this again."_

"_So you're late because of that out-dated…" Laserwave began._

"_Classic," Tempo cut in._

"_Because of that alt-mode you use," Finished the computer tech. "Over seventy-five percent of Cybertron uses hover boosters instead of wheels you know. Ninety-five percent of the bots our size for that matter."_

"_Call me old fashioned, but great-great-great grandpoppa Jazz had the right idea with his vehicle mode. Earth had style back then," Tempo grinned._

"_A 1957 Thunderbird?" Laserwave continued to chastise. "Besides, you're a femme. Don't most femmes pick something…petit?"_

"Wait, I remember this. I also recall that's akin to saying her alt-mode makes her look large-sized and then she," _Quickchange began to recall._

_All optics were suddenly pulled to Laserwave and Tempo as the femme delivered a slap to the computer worker, sending him sprawling to the ground._

"_You're lucky you're cute," Tempo muttered as Laserwave pulled himself back into his seat._

"Yeah, that,"_ Quickchange recalled, noticing the young bot with the camera flashing him a thumbs up._ "Tempo, huh? I wonder where she is right now…"

**00000000000000000000000000000000000000000000000**

"_Oooh, so many ways I can do this…"_ Raveblade thought.

The dimetrodon transformer had been sent out to locate Quickchange by a considerably-less-than-amused Starscream and, while it was a job that he took with a certain amount of distaste, at least it got him away from the shrieky commanding officer.

Now that he had actually found Quickchange, the young Predacon was musing over his options for waking up the sleeping lizard.

"_Shout in his audio receptor? Nah, too easy. Or I could…Yeah, I'm gonna do that,"_ Raveblade grinned as a plan formed.

"Raveblade, terrorize!" Called out the dino as he quickly shifted onto his hind legs and into robot form from there.

Drawing his sword, Raveblade braced himself as he pulled the weapon back, taking careful aim at the rock Quickchange lay on for a horizontal swipe. As he was about to lash out though, Quickchange lazily opened one optic, then stood bolt up as he stared right at Raveblade.

"What the slag to you think you're doing!?" Shouted the frightened hacker.

"Go back to sleep, this'll be cool," Raveblade assured him.

"…No, no I don't think I will now," Quickchange decided, quickly jumping from his rocky bed, much to Raveblade disappointment. "So let me guess, Starscream?"

"Starscream," Raveblade confirmed. "Boss bot says he wants you back, and the last thing I need is to get on the bad side of the guy who's helping to keep the Maximals off me."

As he turned to start to back to base, Quickchange could have sworn he'd heard Raveblade mutter, "Be nice if he'd shut up for a change though…"

Smiling, Quickchange stretched himself back out on the rock and began absorbing the warmth again.

"So, you can't bring me back if you didn't find me yet, right?" Quickchange proposed.

"Yeah, which is why it stinks you didn't get further away," Raveblade agreed.

"But Starscream doesn't know that," Quickchange pointed out, coyly.

Raveblade paused for a bit before chuckling and dropping back into his own beast mode and laying in the soft grass.

"You know, I guess I can't really catch sight of you if I've got my back to you like this," Raveblade yawned. "That and that color trick you do…"

Quickchange chuckled as well as noted his scales had adapted similar coloring to the rocks he lay on.

"Yep, I'd be lucky to find you at all," Raveblade noted. "'Course, we're gonna catch major flack when Starscream decides to look himself."

"I can keep an eye open for Starscream. When he's the verge of coming himself, we start back and say you just found me," Quickchange grinned as he closed his optics.

"You might be okay after all, lizard lips," Raveblade nodded.

Quickchange's vision of the field around him faded, as his consciousness leapt to one of the spider lights crawling around the base. The light quickly scuttled to position on the wall behind Starscream, keeping an eye on the Predacon leader.

**000000000000000000000000000000000000000**

Otto's optics flashed as they tracked the flying target. Adjusting his aim, Otto got the target in his sights and pulled the trigger. The pulse of plasma from his weapon landed a direct hit on the moving object, sending fragments of it falling to the ground.

"Not too bad thar," Farsight congratulated the young bot as he watched the remains of the rock he had thrown clatter to the floor.

Leos had been as good as his word when it came to scheduling weapons training. The Maximal leader had even managed to find a good sized cave connected to the rest of the base for Otto to practice in with the weapons that didn't require a software upgrade. Hiding up amongst the stalactites, Farsight was busy chucking rocks of varying sizes to see how quickly Otto could blast them as he got used to each new weapon.

"Rocks, yeah," Otto commented as he lowered the rifle. "Well, now I know can handle the Preds if we manage to disable all their weapons."

"Hey, if you kin hit a small target while it's fallin', somethin' bigger and hovering should be no problem," Farsight pointed out as he picked up the next target and casually tossed it to the side.

Otto's aim was true again, but this a time a bright flash and a loud bang erupted from the object he had struck. Blinking the spots that now filled his optics, Otto could only watch helplessly as a whole handful of pebbles and rocks hit the floor all around Farsight's launch point.

"Next lesson, learning to shoot through distractions," Farsight explained as he hovered from behind his hiding spot and landed back on the floor.

"What the slag did you throw there?" Otto grumbled as he shifted back to his otter form and rubbed at his eyes.

"A drained energon cube with just enuff juice to make a good light show," Farsight explained as he packed up the weapons.

"Hey, why not leave those out, I'm done practicing yet," Otto protested.

Farsight just gave Otto a look and shook his head.

"Boy, you must think Slyswift and Leos have been keepin' mum about the stuff you git into," The flier stated.

"That was one lousy time," Otto protested.

"You ain't firing these weapons by yerself, 'til Ah decide you pass," Farsight disagreed. "'Sides, we still ain't sure they're all completely stable."

"He's right Otto," Leos' voice chimed in from the other side of the door.

Farsight unlocked the firing range door, allowing the cave lion inside.

"Guessing Ah'm up?" Farsight commented as he stashed the weapons in their proper locker and sealed it with the access code.

"Yes, and you might want to reassure Slyswift that the explosion isn't anything she has to repair," Leos nodded.

"Once more, that was one lousy time," Otto pointed out.

"Ah don't think Ah heard that one yet," Farsight chuckled.

"Let's just say, there's a good reason Otto isn't allowed to bring snacks into the control room anymore," Leos sighed.

"Speaking of snacks, I'm gonna scare up a few clams," Otto interrupted as he headed for the door. "Thanks for the practice session, birdman."

"Birdman?" Farsight muttered as Otto ran off.

"Best not to argue it," Leos shrugged.

**000000000000000000000000000000**

Slyswift was typing away at her console in the control room when Farsight wandered in. She managed to tear herself from whatever she was working on long enough to verify who had come in before turning back to her project.

"_Well, one thing you can count on with Slyswift: A quiet shift in the security room,"_ Farsight noted as he took a seat on the opposite side of the table and began diligently watching the monitors.

Farsight had spent plenty of time with each of his comrades since waking up. Enough so that he had come to appreciate having security shifts with the young femme. Otto was often overly talkative and never seemed to have much interest in the monitors, while Leos seemed to have an almost disturbing ability to get bots to talk about themselves while he just listened.

Slyswift had been described by Leos as "Goal oriented" and Otto as "kinda creepy" with the amount of focus she had for whatever she was working on. It at least made it easier to concentrate on the monitors while she was around.

So it did come as somewhat of a surprise when Slyswift suddenly jumped from her seat and pumped fists into the air with a shout of "Yes!"

"Something exciting?" Farsight asked, one hand clamped tight to the arm of his chair due to the sudden noise (while the other one retracted its minigun).

Leaning around his monitor when he got no response, Farsight could see that his partner was absorbed in her work again, though with a smile on her face (He guessed at least, seeing as she still wore her mask).

"Oooookay," Farsight muttered as he leaned back in his chair again, this time keeping a sensor focused on Slyswift in case of anymore outbursts.

As he was settling back into a practiced flow scanning images from the security devices however, a document suddenly opened up on his screen, obscuring any further view from the cameras.

"Can you edit this for me?" Slyswift asked, "I've got the camera feed pulled up, just fill in any names you recognize."

"Care to tell me what it is?" Farsight wondered as he began to scroll through.

Slyswift paused for a moment before remembering she hadn't told anyone what her latest project was.

"Oh, it's one of the old data tracks that Otto found when we first got here," She explained. "I've been trying to pull the rest of the data off them, and this is the first one I've actually managed to get."

"Last I heard, Leos told yew to leave these alone," Farsight pointed out.

"He meant the message we'd been working on at the time," Slyswift explained with a wave of her hand. "This one seems to be a crew and passenger list, but some of the names and photos don't match up and others were already updated."

"Yew forgot to mention the first five or so pages worth of legal jargon," Farsight commented as he finally got past the block of text.

"I just sort of skimmed that part, you already know what it's gonna say," Slyswift stated.

Farsight just nodded as he reached the first photo in the profile. The label read "Optimus Primal" and showed a rather intimidating bot: Blue and orange in color, and obviously armed to the teeth. The picture was cycling to show the bot's alt modes, which including a jet form and a form that (In Farsight's opinion) seemed to reflect a gorilla with the bot walking on his knuckles and finally, a tank.

"This guy at the top the one that left the message?" Farsight guessed.

"Uh huh," Slyswift confirmed, now getting absorbed in watching the monitor.

"_Well alright then,"_ Farsight thought as he scrolled from name to name. _"Who else we got? Cheetor…Rattrap…Silverbolt…They couldn't have alphabetized this? Blackarachnia…"_

Farsight stopped short as he reached the next image though. His optics widened as he saw the blue transformer slowly shifting to manta ray and Starhopper alternate forms.

"Depthcharge?" Farsight whispered.

Leaning around his computer to make sure Slyswift still wasn't paying attention to him, Farsight checked the next profile.

"Oh no…" He muttered.

A giant purple and red bot occupied the next screen, his alternate modes cycling between a tank, a bot, and a crab. The label simply read "X-Rampage".

Checking through both profiles, one thing stood out to Farsight.

Both Rampage and Depthcharge were labeled killed in action.

"_Depthcharge, you just couldn't leave it alone, could ya?" _Farsight wondered.

**0000000000000000000000000000000000**

_The security officer let out a sigh as he looked up at the neon sign hanging over Maccadam's Old Oil House. Making his way in, he spotted the usual waitress, a blue and lavender femme moving away from one of the tables. She looked up and waved to the familiar customer, while he crossed his arms. A line of text began to roll across his vision as the two made eye contact._

"Not here for drinks I take it,"_ The text read._

_The security bot just shook his head in response._

"Too bad, Ironwing, I always enjoy the company,"_ The next line stated. _"But it's probably better that you just collect Depthcharge from the back."

_Ironwing simply nodded and made his way to the bar at the back of the famous establishment. It wasn't difficult to spot his target: The light blue bot was seated right at the bar with a small mountain of empty energon cubes and oil containers taking up the counter to either side of him._

"_In case yer wondering, it really ain't possible to drink yerself into stasis," Ironwing spoke up as he took a seat next to his old companion._

_Depthcharge just looked up at the red and silver mech next to him and grumbled, "It's a slaggin' good day to try."_

"_Still upset about the Council's decision, Ah reckon," Ironwing guessed._

"_And you're not?" Depthcharge retorted, grabbing another flask of oil and draining it in a single gulp. "That thing, that…monster, shouldn't be exiled, it should be destroyed!"_

"_Ah think they tried that…Several times," Ironwing responded, maintaining his cool as he began ticking off on his fingers. "Firing squad, trash compacter, electrocution, slag they even tried dropping him in the smelting pits."_

"_There has to be something that would take that abomination off-line for good," Depthcharge grumbled. "An energon weapon to the spark would handle him for sure."_

"_Along with whoever was crazy enough to try it," Ironwing cut in. "And Ah'm not letting you volunteer. Come on, Depthcharge, we caught the slagger, and he's gonna be dropped on a comet where he can't hurt no one again."_

"_I still say it should be me going to oversee the punishment," Depthcharge muttered darkly as he reached for another drink that was set on the bar._

_Ironwing beat him to it and drained the flask himself. Gesturing to the large piles of empty cubes and containers sitting around he added, "Ah'm pretty sure it's stuff like this that proves why you aren't going. You just don't know when to stop there, pardner."_

"_If we had stopped, we never would have caught him in the first place. And the only reason that things even got as far as they did was because we stopped too soon and…" Depthcharge began to rant._

"_Depthcharge!" Ironwing interrupted again, finally raising his voice. "It's over, it's done. Ah'll be heading out with the _Axilon_ in less than two megacycles, and in less than five decacycles X is gonna be nothing but a bad memory."_

_Depthcharge grumbled something incoherent as the waitress from before came over._

"There's an empty room upstairs for him to wait off the after-effects,"_ She informed Ironwing._

"_Thank ya kindly, Harmonix," Ironwing said as he helped Depthcharge up._

_The trip upstairs was uneventful, despite Depthcharge's grumbling. The blue bot was set down on the cot in the corner while Ironwing headed for the door._

"_Ah'll see ya when Ah git back pardner," He promised. "And if it'll help…Ah could try to stick a plasma mine to X's capsule before we jettison it."_

_Depthcharge simply lay down and placed one arm over his optics._

"_Wouldn't be the same," He sighed._

"Translated: Don't get into trouble on mah account,"_ Ironwing mentally noted as he left Depthcharge to sleep off his buzz._

**000000000000000000000000000000000000**

"So, see anyone you recognize?" Slyswift asked, as she turned her attention back to Farsight.

"…Just one," He stated, quickly scrolling to the file labeled "Ironwing."

A few clicks and keystrokes later, it had been successfully updated with the security chief's new name and appearance.

**00000000000000000000000000000**

Something was in her territory again.

Prowling slowly forward, the huntress could make out two figures on the rocks near the edge of her forest. They were large, almost the same size as her, one a dull brown and the other slowly changing to green as he poked at his companion.

She moved a bit closer, staying within the shadows of the trees. She could just make out some of the sounds they were making.

"…Should get going…" The green one was saying to the brown.

The brown got up, a large sail raising from his back as he and the green one plodded off.

And the huntress followed.

**0000000000000000000000000000000000000**

"That does it! Medmoth, keep an eye on things here!" Starscream ordered his medical officer as he stormed toward the exit of his base. "I have to go rip our comrades apart with my bare servos!"

The seeker commander and current Predacon leader's patience had finally worn thin. It had been quite some time since he had sent Raveblade out to find Quickchange and neither one had returned yet. Medmoth simply gave a wave of acknowledgement to Starscream as he headed out, too engrossed in repairing the damage bot he had brought back to listen.

Just as Starscream had made it to the top of the exit shaft for their base however, he found himself face to face with his wayward lackeys.

"You would not believe how long it took me to find this guy," Raveblade complained.

Quickchange just let out a huff, responding, "Well, I was about ready to come back anyway."

"Don't….Care…Inside…now." Starscream strained out through the urge to throttle his minions.

Reuniting back underground, Starscream marched over to Quickchange's computer and pointed at it with an angry glare in the hacker's direction.

"Bring up that programming code right now," He ordered. "The processor we've repaired isn't compatible and I can't figure out where you screwed up."

"Yes, oh Great Starscream," Quickchange responded sarcastically as he set to the task.

"Watch your tone there!" Starscream warned, his gaze never wavering from the green bot. "Or are you suffering a lapse in short-term memory? I'm not just some namesake…"

"Real Starscream, blah blah blah," Raveblade cut in, marching toward the cave exit.

"Where do you think you're going?" Starscream shouted.

"Well, seeing as you three tech heads are working on 'Project Scrapyard' over there, and you gave me orders to keep watch outside while you're working…" Raveblade reminded his employer.

"Fine, do what you want," Starscream sighed.

"I always do," Raveblade chuckled as he left.

Starscream looked back to Quickchange, who was busying himself with line upon line of computer code. One couldn't shake the feeling that the only reason was so that he could have an excuse to not acknowledge Starscream's presence.

"_At least Medmoth knows how to respect her superiors around here…"_ The seeker reassured himself as he began pacing between the two, keeping a close eye on their work.

**00000000000000000000000000000000000000000000000**

The huntress remained in low in the grass, watching as the rock slid aside. From the hole it revealed scrambled the brown and gray lizard with the sail. The creature looked around and, seemingly satisfied that no one else was around, set himself down on another rocky outcrop and began sunning his back.

The huntress considered her chances against this beast, but she had seen it before. And others like it. They were animals one minute, but the next they would turn into something…different. Something very close to the two-legged creatures that often hunted other residents of her forest.

She would wait, and watch. Eventually one of these new creatures would reveal something interesting, she was certain.

**00000000000000000000000000000000000000000000000**

"Any luck with that flight log yet?" Farsight queried as he polished another weapon.

"Well, I've found myself, and I'm pretty sure this one is Otto," Slyswift commented, two updated files showing up on Farsight's screen. "No luck finding Leos yet."

"I wasn't aware I was missing," Leos suddenly chimed in from the doorway, causing both Slyswift and Farsight to jump in surprise.

"You're getting good at the stealth thing," Slyswift commented as she settled herself back into her chair.

"Thank you, Slyswift," Leos acknowledged. "Umm….Have either of you two seen Otto?"

"What has he done now?" Slyswift asked with a sigh.

"Remained suspiciously quiet for the last couple megacycles. Previous experience shows it's…inadvisable to leave him alone for too long," Leos explained, looking back over his shoulder as though expecting Otto to be behind him.

"From what Ah've seen of the kid, that's a bit of an understatement," Farsight said. "Sorry, haven't seen him since we broke off weapons training."

"I see…Excuse me," Leos nodded, heading back out.

Silence reigned for a few moments, Slyswift absorbed in the file she was reading once again. Farsight started to get settled back into polishing another weapon when he heard the femme mutter something from the other side of her screen.

"Rampage…" Slyswift read in a near-whisper.

Farsight almost dropped the weapon he was cleaning.

"_Oh Primus, please don't let her read any further,"_ Farsight prayed as he recovered his grip on the weapon.

"Also known as 'Protoform X', subject was supposed to be kept secret and abandoned on a barren asteroid as his punishment after…." Slyswift's optics went wide, then moved around the screen to look at Farsight. "Something you want to say?"

"Can't tell ya what Ah don't know about," Farsight denied.

"Your name is listed as the officer overseeing the execution," Slyswift observed, noting the bottom of the page. "Or did you make a mistake when you told me you were once 'Ironwing?'"

Farsight cringed a bit, putting down his gun and shaking his head slowly.

"T'weren't one of mah prouder moments," He commented. "And trust me, the less known about X, the better."

"The file says he was destroyed," Slyswift countered.

"The file said that plenty of times for four stellar cycles," Farsight answered, his calm demeanor not wavering for an instant. "After all the trouble me and mah pardner went through with that case, Ah learned better than to assume X is gone fer good."

"So you arrested this…bot?" Slyswift asked, looking a bit confused as to how to refer to the Cybertronian in the file.

"That was a long time ago," Farsight admitted. "T'ain't important now."

"Until the Predacons try to make a move, we don't have much else to talk about," Slyswift pointed out, turning back to her screen. "Of course I bet I can find all the details if I just keep digging a bit."

Now it was Farsight's turn to give Slyswift a worried look. The femme just nodded and set to work on the keyboard.

"Fine, Ah'll talk!" Farsight jumped in. "Better you git the full story instead o' trying to gossip it together."

"Exactly," Slyswift confirmed.

Drumming his fingers on the console before him, Farsight began, "It was about 5 or 6 stellar cycles before the AXILON mission. Ah was a detective, working with mah pardner Depthcharge, who's file Ah bet you saw already."

With no comment from Slyswift other than a nod of confirmation, Farsight went on, "A string of embezzlements and supply thefts were running rampant around Colony Omicron. Prisoners were being transferred fer no good reason, then getting lost along the way. The paper trail just kept turning into a jumbled mess till ya wound up at an abandoned address halfway across the galaxy. Me and DC were investigating, and managed to figure the whole mess must have all been connected. It was someone high up too, eventually we started getting pressure from our superiors to drop the case. Even one of our regular contacts started saying we should drop it."

"But you didn't," Slyswift guessed.

"Couldn't if Ah wanted to, Depthcharge woulda taken mah head off," Farsight chuckled. "Mighta been a good thing that he was mah pardner. DC just didn't know when to quit, and eventually we managed to track all our crimes to the Kaon pit fights."

"There's nothing white collar about the pit fights…Or about Kaon in general," Farsight interrupted.

"Well in this case, one of the fighters that was killed was a prisoner from Colony Omicron," Farsight explained. "One with a ton of illegal weapon upgrades at that. Most of the cops out there were glad to just have an excuse to bust in and put away the fighter responsible. DC and me dug deeper though. We found out where all those missing goods and prisoners were supposedly going: an illegal upgrade parlor. Owner got busted, along with a few of his 'customers', me and DC got promoted to security captains. Him on Colony Omicron, me on Starbase Rugby."

"Rugby and Omicron," Slyswift's optics widened again. "So that means you two…"

"Were there when X went on the loose," Farsight confirmed.

_**BOOOOOOOOOOOM!**_

The entire base shuddered as a massive explosion echoed from deeper inside. Farsight and Slyswift were on their feet, racing toward the source of the noise without a word passing between them (partially because the blast had rendered both of them temporarily deaf).

To neither of the Maximal's surprise, smoke was curling from underneath the door to Farsight's makeshift firing range. Farsight punched in the access code, causing the doors to fly open and a cloud of smoke to billow out…

_Ironwing fought back the urge to purge his tanks at the sight that greeted him when he exited the space bridge. The walls to the bridge station were literally covered with broken bits of bot, scorch marks from weapons, oil, energon, and a host of other vital fluids._

_Remaining silent, Ironwing readied his arm-mounted miniguns and exited the spacebridge port. Entering the main transport terminal, more spilled fluids and burns awaited him, as well as several scattered bodies. Ironwing took a closer look at one of the closer victims before pulling back in disgust._

_Several pieces were missing from the poor bot, as if they had been ripped or chewed right off his body. His chest plate in particular showed signs that something had tried to claw its way in. Ironwing was no medic, but he couldn't see the telltale carbon marks from an extinguished spark, signaling that it had been ripped right out of the victim._

"Who could have done this?"_ He wondered as he slowly moved through the terminal, noting that each body along the way seemed to have similar treatments, but in varying and significantly more gruesome manners._

"_Ugh…." A voice groaned from nearby._

_Retracting his weapons, Ironwing dashed toward the source of the noise. A familiar blue Cybertronian, covered in dents and deep gouges in his armor._

"_DEPTHCHARGE!" Ironwing shouted, grabbing an emergency treatment kit from the nearby pillar and kneeling next to his friend._

"_Iron…wing…Where's the kid…" Depthcharge managed to sputter out as his friend pulled a set of tube clamps and a spot welder from the kit._

"Kid…"_ Ironwing wondered, glancing around._

_Taking a moment to look back over his shoulder, Ironwing noted a body slumped across the back of a bench. A body that was considerably smaller than any of the others. Ironwing squeezed his optics shut before turning back._

"_Just save yer strength thar, pardner," Ironwing reassured the prone bot. "Ah'll git ya patched up here…"_

"_We…were wrong…White collared crimes…were this…" Depthcharge managed to slur out, his optics fading._

"_What…What's this?" Ironwing asked, shaking the bot's shoulder. "DC? DC, hang in thar!"_

"_We'll take it from here sir!" A voice cut in, a white and red medic bot grabbing Ironwing's shoulder and pulling him away._

"Otto, what did Ah say about practicing by yerself with these things?" Farsight admonished as he dragged the teen-bot out of the firing range with Slyswift following behind.

Most of the explosion, thankfully, had been nothing more than a lot of noise and smoke. No real damage had been dealt to Otto, or the base…yet.

"Oh come on, it wasn't like anyone got hurt," Otto protested.

Farsight released Otto, only for him to be caught up by Slyswift who began examining him for damage. She carefully began bending and unbending one limb at a time, testing for fractures or cracked panels.

"'Sides I was in there for almost a megacycle before anything went OW!" Otto shouted suddenly as Slyswift accidently wrenched his arm at that news.

"How did you manage that without us hearing?" Slyswift asked, releasing Otto's arm.

"That's what I'd like to know," Leos chimed in, having just appeared (from Primus knows where). "I passed by the firing range at least twice while I was looking for you and didn't hear a thing."

"That, would be partially mah fault," Farsight spoke up, sheepishly raising one hand. "Ah made sure to sound proof the room so the weapon practice wouldn't disturb anyone."

"Very considerate, Farsight, though a bit misguided where Otto is concerned," Leos pointed out.

"Oh you guys act like this is the first time I screwed anything up. It's not like anyone got hurt," Otto responded.

"That's for me to judge, come on," Slyswift commanded, grabbing Otto by the shoulder and marching him toward the med lab. "There's a good reason that Leos and Farsight want you to be supervised when you practice with those weapons you know."

"Everything went fine till that one rifle overheated," Otto countered before the two were out of sight and hearing range.

"Otto means well, and he's contributed quite a bit to the team," Leos sighed, shaking his head. "But sometimes I swear he's going to be the death of me."

"Or someone at this rate," Farsight agreed, heading back to the security chambers.

He'd had plenty of excitement for now.

**00000000000000000000000000000000000000000000000**

The huntress watched as the rock slid back again, revealing the strange cave these creatures used as a home. The brown lizard jumped away from it as a familiar red and gray bird burst from the cavern and took off toward the forest. The lizard watched as he flew away, before settling himself back down.

The huntress followed. She was quite interested in the bird. It was the same one that had dared to chase her before. The first one of these that she had seen change. Now it was her turn to follow him.

Silent as the wind, the ocelot set off to follow Starscream.

**00000000000000000000000000000000000000000000**

"I can't take this anymore!" Starscream shrieked as soared over the forests, unaware of his stalker. "Once…JUST ONCE…Can't I get an army that isn't just 'putting up with me?'"

Starscream settled down in a treetop and began going back over his memories again.

"Well, I suppose there was that one time with Red Alert…How did that end up for me again?" Starscream paused, then shuddered. "Oh right, cannon. Not so good then."

Starscream remained silent for another moment, before letting out another shriek that drove a flock of birds from their nests in fear.

"I am Starscream! I'm the single greatest Decepticon ever to be created, and I'm always either putting up with disrespectful lackies or useless leaders that I have bow to!" Starscream fumed soaring toward the bottom of the tree and landing on the forest floor. "Where's the justice in this world?"

Starscream began pacing back and forth, gaining some catharsis by screaming his indignations to the heavens as his tail feathers left trails in the dirt behind him.

**000000000000000000000000000000000000000000**

The bird was shrieking and squawking of things the huntress did not comprehend. Nor did she care to, watching his tail as twitched and trailed behind him.

Just begging to be pounced on…

Almost hypnotic in the way it moved…

**0000000000000000000000000000000000000000000**

"**YEEEEEE-OWWWWCH!"** Starscream yowled in pain as he felt the ocelot's sharp teeth and claws dig into his tail.

Whirling around, Starscream shifted to bot mode, pulling the appendage from his assailant's jaw in the process and leaving the ocelot snarling at him as she moved into a pouncing stance. Starscream had both blasters trained on the big cat before realizing what he was looking at.

"You again!" He shouted. "You just enjoy messing with me, don't you you overgrown fleabag?"

The huntress had frozen in her current stance, claws bared, but her mouth closed as her glittering jade eyes remained trained on Starscream. The bite mark was still apparent on his tail, which hung over his body like a tabard.

"That a commanding officer like me should have to deal with a measly organic…" Starscream continued ranting.

Something clicked in the ocelot's head.

"Commanding….Officer…" She managed to say, her voice soft, almost like a purr.

Starscream stopped, his processor working to understand what he just heard.

"Did you just…" Starscream gasped out, realizing the cat was speaking. "You're not really organic are you?"

Both blasters were back on the ocelot now as Starscream stared down at her.

"For your own sake, you'd better not be a Maximal," Starscream warned. "Transform and identify yourself!"

The ocelot stared up at him. The command Starscream had just issued sounded…familiar.

A buzz of static burst from the ocelot's mouth, the only part Starscream understood was the end part, "-ize". In spite of this, her processor apparently understood the command.

The ocelot suddenly shifted to her hind legs. Her waist twisted around, reversing the direction her lower body faced as he hips shifted slightly. Her knees now facing the proper the direction, she straightened up as the fur pulled away from her forelegs and chest, revealing her robotic arms. The ocelot head fell forward, covering her chest and revealing her true robot face, teal in color but still with the black spots forming a trail back from the corners of her optics over the back of her head. Her tail still swished freely behind her, her teal robotic portions standing out against what was still visible of her spotted fur.

Starscream lowered his weapons. It seemed his luck was starting to turn around.

**000000000000000000000000000000000000000000000000000**

"Depthcharge was promoted to security officer on Colony Omicron, Ah was in charge on Starbase Rugby. Turns out that they just promoted us to desk jobs to keep us from finding the real truth." Farsight explained.

"And that was?" His audience pressed.

"The prisoners, missing funds and upgrades, they were all going to a government experiment to try recreate Starscream's immortal spark. The project worked, sort of. The creature they created was called 'Protoform X', and he was unstoppable. Unstoppable, and dangerously insane. " Farsight continued, giving a heavy sigh as he did. "He destroyed Omicron and Rugby, killed and devoured every bot that stood in his way. Depthcharge and Ah were the only survivors, and only 'cause Ah was in contact with him when the assault started. Ah went to Omicron to help out, and left by the space bridge just as X arrived at Rugby."

"But you two caught him."

"We rounded him up after Depthcharge was patched up, but like I said, he was unstoppable. He had the immortal spark like they wanted, and a body to match. Nothing the execution squads tried worked, so eventually the only thing they could do was dump him on a comet in deep space and hope he never found a way off. Depthcharge was too anxious about makin' sure X was gone for good, the council figured it be safer to send someone with a cooler head about the whole thing."

"So they picked you."

"They picked me. Then for whatever reason all of us got jettisoned down here, X included. Depthcharge musta got tired of sitting on his servos and found his way here and then…Well…"

"So you think he succeeded in destroying X?"

"Ah think if he didn't X probably would have dug up our pods and ate us by now, but there's always the chance."

Leos knit his fingers together as he considered the disturbing news Farsight had just finished reporting.

"Well, I'm glad you decided to warn me about this, Farsight," Leos thanked the security officer.

"Ah figured it was better ya hear it from me, 'stead of Slyswift who only knows part of it," Farsight confessed. "'Sides, figured talking it out with yew would help me get some of this pressure off my chest. Yer good at that."

"Am I now?" Leos wondered.

"Yew darn well better be, they picked yew as on of the psych analysts fer the trip. Help the young bots keep their heads on straight, remember?" Farsight wondered. "Yew did say yer name on Cybertron was 'Blitzfire', right?"

"Yes, yes I did…" Leos nodded, his optics focused on Farsight. "Huh, it's rather embarrassing though. Up until that's all I've been able to remember of Cybertron."

"Could have fooled me, the way you kept Otto and Sly together," Farsight commented.

A series of clanks could be heard from outside, followed by Otto's unmistakable scream and the sounds of Slyswift chasing after him.

"Sometimes I wonder about that," Leos sighed. "Still, a psychological officer in charge of an army. Fate is not without a sense of humor it would seem."

"Yew take to it well from what Ah see," Farsight assured the maximal commander as he went back to watching the screens.

"Thank you," Leos said, sounding slightly surprised as he continued his watch in the security room.

**0000000000000000000000000000000000000000**

"You're the one that dragged me in there!" Otto shouted through the closed and locked door of the medlab.

"That wasn't permission for you to stick your snout in everything!" Slyswift argued back.

"What, you planning some sort of surprise party or something?" Otto guessed.

"'Or something.' Now if you're not injured I have work to do on the second pod!" Slyswift responded.

"You're 'fixing' it like the first one?" Otto wondered.

When no response came, Otto just grumbled to himself and headed for his quarters.

Inside the medlab, Slyswift was hard at work on the pod. Omega crawled out from his hiding spot, whimpering a bit as he licked Slyswift's hand.

"Don't worry, I don't think he saw you," The field medic whispered to her pet. "That was kind of close though."

Omega's tail began to wag as he headed to a corner of the lab and began pawing through all manner of tools and spare parts curiously. Slyswift chuckled a bit as she heard the wolf exploring, and reached toward where she had thought her wrench lay only for her hand to touch empty floor.

"Oh slag it..." She grumbled, groping around for the tool. "Where's that wrench, I didn't put it back on the table, did I…"

Slyswift felt something drop in her hand, and looked. It was indeed her wrench, with a bit of drool on it. Looking up she saw Omega wagging his tail with an expectant on his face.

Curious, Slyswift looked over to her tool box. "Can you bring me the laser aligner too?" She asked.

Omega wandered over and plucked the tool out with his jaws, carrying it back and setting it gently before Slyswift.

"…How about a sonic screwdriver?" She asked, now beginning to wonder just how smart the wolf was and making sure not to look at the tool's location.

Omega crossed to the table on the other side of the lab and came with the Cybertronian tool.

"_Now this is getting interesting,"_ Slyswift said to herself as she stroked Omega's head with a confused look on her face.

**00000000000000000000000000000000000000000000000**

"So, just what is Fuzzy's malfunction?" Raveblade asked, referring to the new team mate that had followed Starscream home.

The mysterious ocelot transformer had taken a bit of coaxing, but Starscream had managed to convince her to come to the base with him. The Predacon leader now had a smug grin on his face, proud of the swelling of his ranks now.

"That's what I was hoping Medmoth would figure out," Starscream explained.

"She won't let me close to her though," Medmoth pointed out, seeming slightly more demure than her usual giggling self.

"Oh, you're talking again," Raveblade noted, looking quite surprised. "Thought you had put your vocalize in Scrapyard there for a second."

"What can I say, the project's bringing out the doctor in me," Medmoth grinned. "Too bad our newest friend is so uncooperative."

The transformer in question was currently strapped to one of the spare cots, her optics connected to Quickchange's via his hacking program.

"It would seem she had just reason to be afraid. A basic electronic diagnostic is turning up that she's been online for much longer than any of us, excluding Starscream of course." The hacker reported. "Seems most of her higher programming was shut down, she fell on her animal instincts to survive."

"And seeing my imposing figure must have jogged her memory," Starscream declared.

"…Sure, let's go with that," Quickchange sighed. "I think I can reboot her systems and bring her higher functions and memory back online, mostly."

A pulse of green passed between the two, and Quickchange stumbled back in shock.

"_Reboot, successful"_ Announced the ocelot's internal computer.

"It can't be…Tempo!?" Quickchange gasped out.

The femme's optics flickered back to life as she turned her head to look at the anole.

"Long time no see, Laserwave," She smiled, tugging at her restraints. "Oh, you're in one of _those_ moods again…"

Raveblade choked back his laughter, almost going into the stasis on the spot for the effort.

"I…Don't believe it! You've been here this whole time?" Quickchange managed to shout as he untied Tempo.

"It's been a long wait, partner," She responded.

"Quickchange, care to introduce us to your friend there?" Starscream asked.

Raveblade suddenly collapsed into a fit of laughter, unable to hold back anymore.

Ignoring the dino, Quickchange gestured to his old partner.

"Allow me to introduce the better half of the greatest spy duo on Cybertron. Infiltration specialist: Tempo," Quickchange smiled.

"It's a pleasure, perhaps now you'll be a bit more receptive to some basic maintenance?" Medmoth guessed.

"I'm sure Laserwave…" Tempo began.

"Uh, it's Quickchange now, actually. New alt mode and all that," The anole pointed out.

"_Quickchange_ can handle it, I'm sure," Tempo nodded with a sly wink of processor.

"Raveblade, would you like to be excused?" Starscream asked his warrior as he got back up, still fighting back laughter.

"Heh, I'm good. I thought talk like that only came up on comedy vids," Raveblade chuckled.

"_Small things amuse small processors"_ Medmoth commented to herself.

"Very well then," Starscream nodded, turning to their new member. "Well, this is certainly a glorious day for the Predacon forces then, isn't it, Tempo."

"Predacon, huh…" Tempo wondered, looking to Quickchange as though slightly confused.

"Your memories are still a bit jumbled," Quickchange assured Tempo as he sat her back down. "Starscream is apparently our team leader."

"I see," Tempo nodded looking around. "I'm still feeling a little…native I suppose. I've spent a lot of time hunting around here. If you say Starscream is in charge, I'll follow your lead. You never steered me wrong before."

"The Otacon to your Snake I'm guessing," Starscream acknowledged, earning a confused stare from the other four. "Sorry, before your time. Long before. But in any case, welcome to the Predacons Tempo…"

"Actually the organics around here have another name for me," The new Predacon cut in.

Holding one hand in front of her face, Tempo clenched her fist and blade extended from the back of her wrist.

"Call me, Kita. I've taken it to mean 'Stalking Death.'" She explained.


	8. Drone

**Drone**

"_Nurse Windstorm, we need another energon infusion, stat!" The doctor shouted as she continued work on her patient._

_The heavily damaged mech on the table gave another sputter as the blue and purple doc bot attempted to repair his shattered frame. The silvery-gray nurse mech, her wings daintily folded across her back was hanging the glowing energon drip over the patient with a stressed look on her face._

"_Doctor Thundersky, I don't think we'll be able to save this one!" The nurse shouted._

_A line of text ran across the nurse's vision as the doctor responded._

"How would you like to hear that if you were on this table?"_ Responded the angered healer._

"_He's crashing again!" The third member of the team, a yellow and black bot named Skysting warned as he attempted to administer an energon clot to staunch the excessive leaking._

"_We can do this, just keep him up…" Thunderky responded, frantically working with her laser to seal off the leaks._

"_It's no good…He's not responding anymore!" Skysting shouted._

"_What do we now?" Windstorm wondered as she turned up the energon drip to try and replace the leaking fluids._

"_Anything we can, or would you tell his trine anything different?" Thundersky responded._

_The beeping of the monitor continued to grow more erratic however. Despite the best efforts of the medical trio, a long, solitary note echoed through the surgery hall._

_Thundersky stared helplessly as a glowing sphere of energy floated from the mech on the table, up and away toward the Great Well of All-Sparks. Thundersky was silent, as Skysting shook his head sadly._

"_Pronounce it," he sighed._

"_Final loss of spark confirmed as 1945 hours," Windstorm confirmed._

_Staring down at the lifeless shell on her operating table, Thundersky clenched her fingers around her laser scalpel._

"_SLAG IT!" She howled, burying the repair tool into the table._

"Ummm…Am I interrupting something, Medmoth?" Starscream wondered, taking a cautious step back from his medical officer.

Medmoth looked around, perplexed for a moment as the memory she had been lost in faded back to its proper place. She was in the Predacon HQ. The drone that she had been working on for sometime lay on her repair table, still in one piece though with the slight addition of her laser scalpel sticking out of its arm.

"Oh..Ooops," Medmoth muttered, somewhat embarrassed as she removed the tool. "That'll buff right out."

"Maybe she's been working a bit too hard," Quickchange commented from his computer on the far side of the cave."

"I don't think I've seen her take a break since she started working on that," Raveblade pointed out. "You know, except for when we found the new girl. Other than that she just sort growled whenever I got close."

"Speaking of Kita, I thought she was supposed to be keeping an eye on you," Starscream commented to Medmoth. "Just avoid this sort of breakdown."

"I thought that sort of thing was normal for her," The newest Predacon's soft voice purred as she slunk from the shadows. "She just looked a little antsy, like me. Staying cooped up in here for so long."

"That explains who's been shredding the walls. I thought it was Raveblade," Quickchange mused, looking at a series of claw marks etched into the stone near his machine.

"Hey!" Protested the rowdy warrior.

"Maybe we should take a little fly-around to clear your head Medmoth," Starscream offered. "We wouldn't want any mistakes made with our little project."

"No mistakes, sir. In fact I'd just finished," Medmoth reported, taking a step away from the table to admire her work. "All it needs is the proper programming and it's fully operational."

"You're certain?" Starscream asked, pushing closer to look over the repaired bot. "Quickchange, is the…"

"One step ahead of you," Quickchange reported, tapping out a few more keystrokes.

"So we're finally gonna get to see what the big ugly can do, huh?" Raveblade grinned.

"I thought you were saying this was going to be a waste of time, why are you smiling?" Kita wondered.

"I'm wrong half the time anyway, so I might finally have a decent sparring partner," Raveblade explained. "That, or a chance to say 'I told you so.'"

Twin beams of green programming left Quickchange's eyes and linked to the bot on the table. Medmoth and Starscream both took a few steps back, watching as sparks of energy crackled along the bot's framework.

As the download completed, Starscream grinned wickedly and pulled the final switch that had been installed near the table. A surge of electricity shot through the bot, and almost fried Quickchange as he scrambled to get clear.

All five Predacons watched with baited breath.

And slowly, the drone's eyes began to glow red.

"_Thundersky's string of failures are done,"_ Medoth reassured herself as she watched her 'patient' get to his feet. _"If only those two back home could see me now…"_

"Predacons, prepare for the turning point in this war," Starscream announced to his followers.

* * *

Leos wasn't sure what to think as he entered the security hub for his shift and saw a bright green otter sitting at the table. Otto-bot was drumming his claws next to the keyboard, something he was prone to when annoyed or anxious.

"I take it the CR chamber is on the fritz again," Leos guessed as he took his seat.

"What was your first clue?" Otto wondered sarcastically.

"So, why haven't you just changed back like last time?" Leos asked.

"Because I want to confront Slyswift about this with solid proof. A little tough if I'm my normal color," Otto pointed out. "She has to be doing this on purpose."

"That would be immature of her," Leos pointed out. "Besides, she listed the reason for the last mix up as RCD-Random Color Displacement."

"Yeah, I can see how white and red get pink, but how the slag am I green!" Otto shouted, banging a paw against the table and sending a couple clam shells clattering to the floor.

"So you're just going to sit there in your green beast mode and wait for Slyswift to return from gathering energon?" Leos wondered.

"Yup," Otto confirmed.

"_And somehow I'm not surprised by this,"_ Leos noted as he set to watching to the security feed.

* * *

"Alright, Slyswift, Ah think we've got enough fer now," Farsight commented, landing on top of a pack full of energon crystals.

"Are you sure? We need to restock both the rec room and the med lab," Slyswift pointed out.

"Oh Ah'm sure," Farsight confirmed, nodding to the younger Maximal's bulging saddlebags. "Ah got mah doubts yew can fit anymore in thar."

"I guess you're right," Slyswift admitted as the two set off.

Farsight was gripping his pack in the talons of his beast mode, flapping his wings to stay airborne with his load as he and Slyswift prepared to the follow the mountains back to the Maximal base. A sudden shriek from above drew the security officer's attention, and he hurriedly landed with his pack just in time to avoid the claws of a rouge Archaeopteryx.

"Starscream?" Slyswift gasped out as the feathered lizard skidded to a landing right in front of her.

"The one and only," The Predacon leader chuckled. "Now hand over that energon, Maximals."

"Go jump in a smelting pool head first," Farsight challenged, taking up his bag and preparing to fly again. "That's seriously the best yew can come up with? Try and ambush us for energon solo?"

"No one said he was alone," Quickchange pointed out as he scuttled up from behind a boulder.

"Like it matters," Farsight stated, signaling to Slyswift to start moving. "Ya'll can't keep up with us in beast mode, and none of us can transform 'round these parts thanks to the energon deposits."

"Yeah, so why'd you two even bother trying this?" Slyswift wondered.

"Oh, just a little test," Starscream grinned.

A sudden flash of energy sent Farsight diving for cover as a chunk of rock from the nearby mountain face was blasted loose. Looking around, Farsight and Slyswift attempted to gauge where the attack had come from.

"Allow me to introduce the newest weapon of the Predacon forces," Starscream taunted.

From over a nearby ridge, a new bot trudged toward the Maximals. Bone white armor covered his entire framework, a long reptilian tail dragging behind him, the blade on the end carving a furrow into the ground. Each hand was made of a trio of blades, fanned slightly like the claws of a predatory beast. His face, purple in color, had two glowing red optics, one covered by a monocle-like extension of his white helmet. A targeting laser shone from the covered eye, and Slyswift jumped to the side as a pulse of blue and white energy fired along the beam and scorched the earth where she had been standing.

"Just who is that, and how is he staying in bot mode?" Farsight wondered, staring at the monstrosity before him.

"I think I remember this guy from the data logs…" Slyswift commented.

"Wouldn't that mean he was active for a few million stellar cycles?" Farsight pointed out.

"Ahem, less talking, more slagging," Starscream interrupted. "Dino-drone, end them!"

"Run fer it!" Farsight ordered.

Slyswift turned tail and ran, heading back in the direction of Maximal HQ. Farsight gave a hard flap of his wings, ascending as fast as he could as Dino-drone drew a bead on him with his targeting laser.

"You know, if he shoots that pack of energon crystals…" Quickchange started to point out, right before noticing that Starscream was already heading for cover. "Oh. I see you already figured that out."

Quickchange followed his boss as fast as his lizard limbs would allow. Up above, Farsight released his grip on the pack of crystals and veered sharply toward home. Pumping his wings for speed and height as he tracked Slyswift from above and mentally counted off the seconds.

Dino-drone's weapon pulsed, a flash of plasma struck the raw energon, and a burst of fire and light illuminated the area. Neither Maximal looked back, Slyswift and Farsight continued toward their base as fast as they could.

Peering out from behind their cover, Starscream chuckled as he watched his drone brush soot and ash from his unscratched armor. Quickchange stared in awe at the drone as it turned toward them, its face completely devoid of emotion.

"And Raveblade said it wouldn't work," Starscream laughed.

"Even I'm impressed at this point," Quickchange admitted. "It took that explosion like it was nothing! Not to mention all this energon around and it still doesn't need to convert to beast mode…it's energon shielding and processing must be unlike anything we've ever seen!"

"And speaking of energon," A familiar voice sounded.

Medmoth warped in, in her beast mode, perched on Kita's back. Raveblade crawled his way over some rocks as he took an appreciative look at the crystals growing all around.

"Heh, jackpot," He grinned, "We gonna start mining this stuff? We got enough here for a great party!"

"All this energon will make up for the resources we spent on Dino-drone and then some," Quickchange agreed, gently tapping one of the energon minerals with one of his talons.

"Ah, but why stop there?" Starscream grinned, turing toward his newest war machine. "Dino-drone, begin tracking those Maximals."

The bot nodded, and let out a guttural roar as he shifted forms. His limbs folded to his chest, and legs shifted position as he crouched slightly lower to the ground. A reptilian head folded up around his face, completing the transformation from robot, to a freakish hybrid between raptor skeleton and Cybertronian robot. Sniffing the air once, the red-eyed dinosaur set off after the Maximals, with Starscream following.

* * *

Back at the Maximal's base, Otto's attention was pulled away from the monitor and back to the door as he heard the sounds of the base's front gate grinding open.

"Finally," he grunted, jumping from his seat and plodding over to the security room's main entrance.

The door slid open and Slyswift came bounding in.

"Sly, we gotta talk…" Otto began.

_**CRUNCH!**_

Only half paying attention, Slyswift attempted to jump over Otto. She would have cleared him easily, had the otter not decided to stand on his hind legs. As a result, she plowed right into him, knocking him to the floor as she landed on his face.

"…Ouch…" Otto groaned as Slyswift scrambled off him and dove for the now-open computer terminal. "Just what is your problem?"

"Same one we're all 'bout to have," Farsight explained, swooping in through the open door and shifting to bot mode as he did. "The Pred's got themselves a new toy and it's right on our tailpipes!"

"I'm activating the base defenses and locking down the entrances," Slyswift reported as red lights began flash along the walls and ceiling.

"What sort of new toy are we talking about, Farsight?" Leos asked.

Farsight nodded to Slyswift, who punched in a few commands bringing up a picture of their pursuer.

"That kind," Farsight answered, simply.

Otto and Leos both looked over the profile, the younger Maximal letting out a low whistle.

"That…That is a lot of weapons," He commented. "And you guys say that this Dinobot is working for the Preds?"

"Starscream actually called him 'Dino-drone'," Farsight explained. "Ah'm thinking he musta found his own copy of this varmint's file and made a duplicate or something."

"I've never seen a bot like that before," Leos commented. "Advanced weapons, improved energon shielding and processing, a cybernetic beast mode…"

"The file has him labeled as a 'Transmetal 2.'" Slyswift pointed out. "An upgraded form of another soldier created from some alien technology. The original Dinobot was actually working with the Maximals."

"So why's this guy with the Preds?" Otto wondered, pointing out the Predacon symbol on the Transmetal's profile.

"The original went off-line and the Predacons…Umm…I don't think I want to know the specifics of the process but they made a new one," Slyswift explained.

The screen suddenly began to flash, and a video feed popped up. On screen was the Dino-drone, standing in battle mode once more just within radar range of the base.

"And now he's here," Farsight pointed out.

"Heh, our traps will run him off," Otto smirked.

* * *

"Maaaaaaaaaximaaaaaals…Come out and plaaaaaa-aaaay!" Starscream taunted, calling out toward the base.

Dino-drone let out a low growl as it stared toward the base.

"Okay then, I didn't expect that work," Starscream admitted. "Dino-drone, go in after them and blow anything that moves into spare parts."

The drone nodded in acknowledgement, and began trudging toward the doors of the Maximal's base. As it did, a sudden _snap_ under one of its claws drew its attention. Looking around, the drone spotted one of Slyswift's home-made nets flying straight toward it.

Starscream just laughed as his drone ripped the vines apart with the claws one its hands and continued to march on.

Otto was looking somewhat worried now. The Dino-drone was continuing onward, either destroying or outright avoiding every trap that he and Slyswift had set.

"Well, he's quite determined." Leos observed.

"I still have one more shot," Otto stated, running off toward the main entrance.

"What is he talkin' abou…What's that noise?" Farsight asked as a rumbling began to sound from outside.

Otto came charging back in, and planted himself in front of the monitor with a big grin on his muzzle.

"This is gonna be good," Otto chuckled.

Outside the base, Dino-drone observed as a several large boulders began rolling right toward it. The laser sight from its eye scanned about, focusing on the largest of the rolling rocks. A second passed, then a pulse of plasma blew the boulder to smithereens, sending shrapnel flying at all the others. The force of the blast sent the remaining stones scattering in all different directions away from the battle drone.

"Well done, Dino-drone, now get inside that base!" Starscream called out as he soared overhead.

With nothing left between it and the goal, Dino-drone stomped right up to the front gate and began pounding away at the door, attempting to wrench it open.

"Ya know, considerin' he survived an energon blast, that's not so surprising," Farsight pointed out as Otto jumped down from his seat and headed for the door.

"Otto, where do you think you're going?" Leos asked.

"Where do you think? I'm gonna defend the base," Otto explained. "If I take the back door I can jump dino-breath from above."

Before any of his team mates could protest this idea, Otto had scrambled out and headed for the medlab and its back entrance. Slyswift scowled and quickly set herself to searching the computer files.

"I'm gonna try to find a weakness for that thing out there," She stated, hurriedly typing. "Call me when you bring the pieces back in."

"Otto's got a point, we gotta do somethin'," Farsight interjected.

"Then I'll follow Otto, if only to make sure he lives through this," Leos declared. "Farsight, you wait here in case Dino-drone or any of the other Predacons break in."

"Can do," Farsight nodded as the team leader headed off. "Good luck!"

* * *

Starscream was cheering as he circled overhead, watching his creation slash at the front gates to the Maximal HQ with its blades. The doors were holding, so far, but it was only a matter of time before Dino-drone carved a hole large enough to walk right in.

"Enjoying the show up there?" Raveblade's voice called up from the ground.

Looking down, Starscream spotted Kita and Raveblade walking toward the scene. He swooped down, landing in front of them as he shifted to bot mode.

"And why shouldn't I? We're finally going to get a victory over these blasted Maximals," Starscream pointed out.

"Yeah…But I don't get to fight any of 'em like this," Raveblade complained.

"I wouldn't be to sure of that," Kita suddenly spoke up, her optics locked on the ledge above Dino-drone.

Following her gaze, Raveblade smirked, "Well now."

"Shall I?" Kita asked Starscream.

Looking up to see what his subordinates had, Starscream smiled and nodded, "Sure, why not? Go nuts, you two."

"Can do," Raveblade grinned as he stomped off.

* * *

Otto adjusted his grip on his blaster as he stalked over the rocks and carefully positioned himself right above Dino-drone. A confident smile on his face as he took aim with his blaster at the attacker, a smile which only grew wider as he noticed Starscream had decided to land.

"_Least Screamer won't spot me this way,"_ Otto told himself.

Taking aim, Otto prepared to pull the trigger…

The roar of a big cat suddenly caught him off guard, and he let out a shriek of alarm as a large ocelot pounced on him, pinning him to the ground!

"Nice try, Fuzzy," Kita purred out as she pressed her claws under Otto's chin.

"What the slag! Who are you?" Otto gasped out as the huntress carefully repositioned herself.

"Kita, terrorize!" She called out.

Otto had never seen any bot, let alone a femme, manage to transform while keeping someone pinned, yet Kita pulled it off quite gracefully. Before he knew it, Otto was pinned under a deadly femme, holding a wrist blade to his throat now.

"So, whatcha think of the new girl?" Raveblade chuckled as he walked up.

"You Preds have two new guys? How is that fair?" Otto protested, struggling to get free until Kita pressed her weapon gently against his chin. "And just how did you spot me anyway?"

"I'm an infiltration specialist, you're bright green. Do the math," Kita said with a gentle growl.

It suddenly occurred to Otto that he never had managed to restore his natural coloring.

"Any last words?" Kita asked.

"I always knew Slyswift would get me killed," Otto grumbled bitterly.

"Leos, Maximize!" A new voice roared.

Kita yowled as a pair of fists suddenly swept out and sent her flying into Raveblade. The two Predacons landed in a tangled heap as Leos help Otto to his feet.

"Well Otto, what have learned today?" Leos asked.

"Always get my fur re-done before trying an ambush," Otto answered.

"Close enough, let's get back inside," Leos ordered.

"Oh no you don't!" Raveblade shouted, drawing his sword and jumping in their way. "I was fine with letting Kita take shrimp-bot there, figured I could sneak in and take all the rest of ya, but what the hey? Anytime, anyplace is good for me!"

Lifting his sword, Raveblade suddenly found himself staring down the barrel of Leos' weapon. A grim look in the lion-mech's eyes. Kita was struggling to her feet, only to spot Otto taking aim at her.

Raveblade just sneered though, "Please. You haven't actually shot anyone with that little pop-gun since we got here from what I've heard. If I know Maximals, you're not about to start…"

_**BANG!**_

Raveblade howled in pain and fell to the ground clutching his leg. The limb hung limp below the knee that Leos had shot.

"YOU SHOT ME!" Raveblade shouted staring at Leos in disbelief. "I mean geeze! Pick a pattern and stick with it or something."

Raveblade started reaching for his weapon, only for another blast from Leos to send it skittering over the edge (missing Raveblade's hand by mere millimeters).

"The next one isn't a warning shot," Leos stated simply.

"Wow, what got into you, Leos?" Otto gasped, staring at his leader even as he kept his weapon trained on Kita.

"It's not what got into me, it's what's trying to get into the base," Leos stated. "And I wasn't about to let these two carve you up."

"Awww, never knew you cared," Otto grinned.

"At least you can die happy then," Kita snarled.

Before Otto could fire, the huntress had sprung from all fours and leapt right him again, both blades extended. Leos pulled Otto out of the way as the blade-wielder landed in a crouch and spun to face her opponents.

"Big mistake taking your eyes off a Mettalikato master," She warned.

In a second, she had closed the gap between herself and the Maximals and launched into a deadly blade combo. Otto ducked underneath her first swing, trying to take aim with his pistol only for her to lash out and knock it from his hands. Leos found the barrel of his gun considerable shortened as the razor sharp wrist sword sliced through it with the accuracy of a laser scalpel.

Raveblade let out a low whistle as Kita pressed her attacks, her swordplay almost looking like a dance as Leos and Otto struggled to stay out of her path.

"Woah..." Raveblade said, lacking any other words.

* * *

Inside the base, Farsight winced as he heard the squeal of tearing metal.

"That can't be good," He reasoned, preparing his miniguns as ominous footsteps clanked down the hall.

The security officer kept one gun trained on the security room entrance as he stepped back to one of the terminals and punched in a code. The machine behind him began to beep and whir as numbers and letters scrolled randomly across the screen.

Farsight aimed his second weapon at the door just in time for it to open and Dino-drone to appear. Throwing caution to the wind, the eagle-transformer fired off both weapons directly into the drone's face. Dino-drone stumbled back against the force of the continuous blasts as Farsight kept up the attack until both weapons clicked, indicating they were empty.

Dino-drone glared at Farsight, smudges and burn marks apparent on its face but otherwise it was unharmed.

"Gotta say, I didn't really expect that to work," Farsight admitted. "Beast mode!"

Shifting to eagle form Farsight launched from the floor just in time to evade the drone's eye blast. Looking around the room, Farsight could see Slyswift was no where around.

"Dang it," Farsight muttered as he soared through the door to the main hallway as fast he could, Dino-drone stomping after him. "Slyswift, we've gotta move!"

Swooping into the medlab, Farsight was relieved to see the medic already in beast mode, halfway under one of the machines.

"Come on, time to go!" Farsight ordered, landing next to the coyote.

"Just give me a second…" Slyswift pleaded.

A sudden clang sounded outside the door, indicating Dino-drone's arrival.

"Second's up," Farsight stated, grabbing Slyswift in his talons and lifting her into the air with him.

"What…Hey!" Slyswift protested as they soared out the rear entrance.

In the medlab, Omega whimpered. The wolf had lost track of Slyswift's familiar scent, and now a decidedly unfamiliar one had entered the room. The black-furred canine watched from his hiding place as a pair of bone-white clawed feet paced about the medlab before heading back out the way they had come, leaving the wolf all alone.

* * *

Otto and Leos both jumped back as Kita swung wildly with her blades again. Glancing over his shoulder, Leos grabbed Otto's shoulder and dropped both of them flat to the ground as Raveblade's sword swung through the space their heads had been in a moment earlier.

"Hey, hold still!" Raveblade complained, rebalancing himself on one leg.

"How are you still standing?" Otto complained.

"It's just a scratch," Raveblade sneered. "And I ain't letting Kitty have all the fun!"

A downward swing from the Predacon warrior forced Otto and Leos to dodge in opposite directions and almost struck Kita as she attempted to jump onto the Maximals with her blades. Taking advantage of the Predacon's close shave, Otto rolled back and snatched up his pistol.

"This is fun for you two?" He shouted, a split-second from pulling the trigger.

Kita's arm suddenly lashed out, slicing right through the weapon and sending it to the ground in two pieces this time.

"You bet," The femme purred as she spun toward Otto.

"Look out below!" A voice echoed from above.

Kita and Raveblade both looked up, just in time to see Farsight taking aim at them with his left arm gun (Slyswift having been slung over his right shoulder in her beast mode). A barrage of gunfire sprayed from the weapon, sending Kita dashing for cover as Raveblade held up his sword in front of his body to absorb the impact.

The bullets ricocheted harmlessly from Raveblade's massive sword, but the continuous impact did force him back several steps…Right off a low ledge behind him. With a shout of surprise, the Predacon warrior dropped out of sight and crashed to the ground.

"I'm okay…" He shouted back up.

"Get down here and face me!" Kita challenged, pointing her own blades up at Farsight while ignoring Raveblade's dilemma.

Farsight responded with another burst of minigun ammo, sending Kita running for a small outcropping of rock to use as cover.

"Sorry boss, that Dino thing got in the base," Farsight apologized.

"Blast…" Leos muttered, looking worried for the first time in a while. "Maximals, we're going to have to fall back."

"You're kidding me!" Otto protested. "We can't let the Preds get the base! You know what they'll do…"

"Ah've taken care of that much, but if we want a chance of getting this place back…" Farsight began, pausing in mid-sentence to fire another warning shot at Kita as she slipped out from her cover. "We gotta regroup."

"Took the words right out of my vocalizer," Leos confirmed.

"But I need to get back in there!" Slyswift protested, struggling against Farsight's grip on her.

"Sorry Slyswift, whatever it is will have to wait until we can come up with a plan to best Dino-drone." Leos ordered.

"No way, put me down!" Slyswift demanded.

"If you insist…" Farsight shrugged, releasing the femme.

Slyswift screamed as she plunged toward the ground, only for Leos to pounce out in beast mode and catch her by the scruff of her neck in his jaws. The coyote femme struggled to get loose, but instinctively curled up as she felt her hind paws drag on the ground. Looking up as best she could, Slyswift saw Otto's smug face grinning down at her.

"You're enjoying this…" She muttered.

"I'll git us some cover fire while ya'll run fer it," Farsight volunteered.

"Oh no, you're not going anywhere!" Starscream called out as he suddenly rocketed up from below, hovering in front of the ledge and the trio of ground-bound Maximals.

A round of gun-fire forced the Predacon's leader to dodge to the side though. Seeing his opening, Leos jumped from the ledge and hit the ground running, dodging around broken traps and blasts of laser fire from Medmoth and Quickchange who had just arrived on the scene.

Starscream took aim at the lion's back, only for Farsight to ram into him from behind and send him somersaulting through the air. Kita lunged at the security officer, only for him to rocket upwards and send the ocelot falling to the ground where she landed (perfectly on all fours) next to Raveblade.

Righting himself in midair, Starscream turned his pistols on the eagle.

"You really know how to fry my circuits, don't you?" grumbled the Seeker.

"What's wrong, don't like a fair fight?" Farsight challenged as he prepped his own weapons.

On the ground, Raveblade pulled himself to his feet, watching as Farsight and Starscream began an aerial dog-fight.

"Thanks for not landing on me," He grumbled at Kita as she shifted back to bot mode.

"Don't mention it…Say, shouldn't you be lying still?" Kita noticed.

"Nah, I'm fine." Raveblade shrugged.

"That says otherwise," Kita nodded to a puddle of energon pooling on the ground where Raveblade had landed.

"That's not mine, some of the other guy's energon always splashes on me during a fight," Raveblade said, dismissing the puddle with a handwave before wincing in pain. "Wait a sec…"

Reaching down to his side, Raveblade pulled back some of the armor that had formed from his beast mode's tough hide and scales. A hole had been punched through the area, a hole which carried to the metallic framework underneath leaving a dripping hole.

"Well ain't that some slag?" Raveblade grumbled as Kita flagged down Medmoth.

* * *

Quickchange slipped through the hole that had been torn in the front doors and made his way to the security room. Dino-drone had returned to the area and was now standing stock-still, his gaze scanning slowly about. Quickchange watched the sparkless weapon for a bit before turning his attention to the computers.

As the hacker set to work, he heard a familiar flapping as Medmoth entered the room with Raveblade in tow.

"You'll be just fine, that little mongrel must have enough materials to make a decent patch for that," Medmoth assured her patient as she set off to find the parts.

"Great, just promise you'll turn off my pain sensors _before_ you operate this time, okay? I still remember when you had to reattach my hands," Raveblade shuddered as he rubbed his wrists before noticing Dino-drone. "Hey there, Snarl, you didn't do too bad."

Dino-drone let out a low growl and just continued to scan the room.

"Huh, who crammed a plug up his tailpipe?" Raveblade grunted as he took a seat near one of the consoles, keeping a hand over his wound to stop the leak.

"You realize that it isn't sentient, it doesn't even have emotions," Quickchange pointed out.

"Yeah, well it doesn't have to be such a jerk about it," Raveblade pointed out. "Still, it did clear out the Maximals."

"And let them get away…" Starscream sneered as he now entered the room, Kita on his heels.

"You're the one that ordered it to 'enter the base and destroy all the Maximals in it', or something to that effect. "Quickchange reminded the seeker. "You never told it to go after them if they left."

"Very funny," Starscream mused sarcastically. "Never the less, we've as good as won. We control the Maximal base, and the ARK and all aboard it is within our reach."

"Not to mention all the supplies the Maximals have been stockpiling," Medmoth announced as she re-entered the room with a grin on her face. "They have an actual Medical Bay and a working, full-size CR chamber. Ready for repairs, Raveblade?"

"As I'll ever be," Raveblade admitted as he got back up.

"Good, once you're fully operational again you and Kita can keep watch to be safe." Starscream ordered.

"What's the point? You're about to rearrange history like a personal mix tape," Kita pointed out as she stalked toward the door.

"Call me overly cautious, but if those Maximals aren't on the ground in pieces I'm not going to count them out just yet," Starscream advised. "Quickchange?"

"The door to the ARK is located down that hallway leading into the mountain," The anole reported as he watched the data scroll along the screen.

"Excellent. Brace yourselves for a new age in the history of Cybertron!" Starscream called out as he strode victoriously toward his goal.

Quickchange just smirked to himself as Medmoth led Raveblade away for repairs whilst Kita went outside as ordered. The hacker was now completely alone in the control room, except for Dino-drone, counting off the astro-seconds. The muffled sounds of cannon fire and explosions broke the silence.

"**!" **Starscream screeched as he came barreling back into the room, his feathers singed and his body scratched up from pieces of flying rubble.

"Hmmmm…Well it seems the Maximals are more clever than you gave them credit for," Quickchange observed as he tapped on the keys a bit. "They somehow managed to connect their systems to the ARK's security network, and found a way to change the access code to the ship."

"They only could have done that if they had the original….code…" Starscream trailed off as he recalled a particular message he had sent his enemies shortly after Farsight went online.

"Yeah, wonder how they got that," Quickchange muttered.

"Silence!" Starscream commanded. "Just get me the new access code."

"That'll take some time. This program is re-scrambling and changing every few seconds. There's no way anybot could keep up with it," Quickchange reported. "I'll need to stop it first, then hack the system to figure out what the new code is."

"Then it's a good thing we have guards handy," Starscream commented through clenched beak. "Dino-drone, go out and keep watch. If anything moves out there other than a Predacon I want you to blow it to smithereens!"

Dino-drone marched from the room, while Quickchange let out a low chuckle.

"Very specific orders," He commented as he continued to type.

"Well who's the one that programmed it to be so danged literal?" Starscream replied.

"You did, you overwrote my original mental uplink program copied from the spider drones," Quickchange pointed out.

"Well forgive me for not trusting you with our master weapon," Starscream snarled. "I'm going to find something to vent this frustration on. Report to me the minute you have the code."

"Of course, sir," Quickchange nodded as Starscream left. "See you sometime in the next astro-cycle."

Hearing the slam of a door and the muffled noise of Starscream throwing a royal tantrum, Quickchange's fingers gained certain bounce to their keystrokes.

"_A morale victory, but a victory all the same,_" He chuckled to himself.

* * *

"There, that should stop the leak," Medmoth said as she finished applying the patch to Raveblade's wound.

Passing her fingers deftly into Raveblade's chest cavity, the medic switched her patient back to consciousness with trained precision. Raveblade's optics flicked back as his chest panel shut and he sat up, admiring Medmoth's handiwork.

"Heh, not bad. Feels like I could take on a dozen Maximals now," Raveblade grinned as he got to his feet.

"Not yet you can't," Medmoth warned. "I finished patching up the hole and fixing your knee joint, but you're not going anywhere until you finish a few cycles in the CR chamber."

"Yeah, cuz that's gonna happen." Raveblade said with a sarcastic tone as he picked up his sword. "See ya after the next fight, doc."

"Oh, that wasn't a recommendation, it was an order," Medmoth said, placing a firm hand on her patient's shoulder.

Omega's head jerked up as he heard a ruckus outside his hiding place. Carefully poking his head out, the wolf could see Raveblade had somehow been forced into the CR chamber and Medmoth was shutting the door.

"And don't come out till you're done. Doctor's orders," Medmoth stated.

"Lame!" Raveblade complained as the lights on the outside of the chamber flicked on to indicate it was active.

Poking his head out a bit further to try and get a better look, Omega stopped as he felt his shoulder bump against an open door. One of the cabinets had been left ajar during Slyswift's search for him, and now it was swinging shut thanks to the wolf's movement. The hinge creaked as the door moved, and Omega swiftly pulled back as Medmoth turned toward the noise.

The medical officer looked at the door and sighed as she walked over and closed it herself.

"Huh, that little pup can't even bother to close a door after herself," Medmoth muttered as she looked at the parts and tools strewn around the lab. "How she finds anything in here I may never know."

"_And this second-hand place is still superior to the 'surgical wards' I had access to back on Cybertron,_" Medmoth lamented silently as she picked up a few tools and began organizing them.

"_Thundersky!" A voice called out from behind her._

_Turning around, the Predacon medic was surprised to see the yellow and black seeker Skysting running up to her. The femme quickly covered her new Maximal insignia with one hand, trying to make the movement seem nonchalant._

"_You don't have to worry about that around me, doctor." Skysting commented, noticing the motion. "I know what you're trying to do."_

"_I guess that shouldn't surprise me," Thundersky admitted, lowering her hand reluctantly._

"_And I'm all for it! Even if Windstorm and the others aren't!" Skysting declared. "Thundersky, let me…"_

"_Your place is here with the others, Skysting," Thundersky cut off, placing a hand on the mech's shoulder. "Otherwise I'll have no patients to treat once I've opened my clinic here."_

"_Doctor…" Skysting muttered._

"_Feel free to call me that after I come back," Thundersky said with a grin, taking a step away from her trine mate. "And…Thank you. Apologize to the others for me."_

Medmoth's optics refocused as she pushed the memory into the back of her databanks. She noted the surgical tool in her hand and the open drawer before her containing similar items.

"_Huh…Well this place is looking better already,"_ She thought as she resumed organizing the room. _"I wonder how Skysting has been doing…This whole fiasco is probably going to ruin my shot at finishing that medical certification."_

The realization didn't seem to sting as much as Medmoth expected it to, though that might have been because she unconsciously slammed shut the drawer with much more force than was needed.

"_I can just see the headlines: 'Former Predacon assists in Bringing Down Maximal Research Vessel."_ Medmoth fumed to herself as she pulled open one of the cabinets and stashed a tool box within it. _"Guess my only chance now is with Starscream…And even that's a long shot."_

Stopping her overly-aggressive cleaning for a moment, Medmoth contemplated the wrench she was now holding. She turned it over in her hand, admiring the craftsmanship of the tool, before organizing it with several others.

"_Still, any chance is better than no chance."_ She reasoned.

Omega sat in the dark of the closed cupboard, struggling not to whimper or tremble excessively. Medmoth had come dangerously close to seeing the black wolf when she put the toolbox in but was fortunately distracted by her own inner monologue. The scent of the strange mechs still kept Slyswift's pet from attempting a bid for freedom as he shivered alone.

* * *

"All right, Maximals, where do we stand?" Leos questioned.

"In a cave," Otto responded, sounding none too pleased.

Slyswift was padding about in circles, a rather cross look on her beast-mode's face as she did. Though the cave was spacious and certainly not uncomfortable for the four Maximals, the team medic had been in an exceptionally dour mood since arriving. She cast a forlorn gaze toward the cave's sole entrance and exit, only to be frustrated by Farsight's presence right next to it, preparing for her inevitable escape attempts.

"Slyswift, I don't know what you left behind that was so important but we can't just run back to headquarters without a plan," Leos admonished.

"Boss bot has a point," Farsight stated.

"Uh huh," Slyswift agreed, slumping into a seated position but firmly keeping her optics locked on the exit.

"And I thought my attention span was bad," Otto muttered, scratching behind his ear with one green paw before looking at it. "And I'm still green, aren't I?"

"Can we focus, please?" Leos ordered.

"Yeah, listen up you sparklin's," Farsight commanded, clapping his wings together with an impressively loud _fwoosh_ and stirring up a breeze in the cavern.

Slyswift slowly turned herself around and looked toward Leos, while Otto lowered his paws and stood at attention.

"Thank you, Farsight," Leos nodded to the security bot. "Now then, I won't lie about this, the situation seems grim. But there must be some advantage we have over the Predacons."

"We know where all the traps and stuff are, so they can't spring 'em on us," Otto pointed out.

"And there's no database about how to use them either," Slyswift chimed in.

"Even if there were, our computers are scrambling all their passwords and the ARK's every two nano-seconds. Even that Quickchange feller will have trouble sortin' anything out of that mess," Farsight added. "Spare weapons are all secured in the firin' range."

"And we know all the back doors," Slyswift finally added.

As the others were talking, Leos had been drawing a rough sketch on the ground. Now complete it was clear that the drawing was of the mountain that the Maximal base was set into, with arrows pointing to the front doors and around to where the back entrance would be.

"Otto, could you and Slyswift add where the traps are to this?" Leos requested, gesturing to the map.

"No problem, you got a plan there, Big Cat?" Otto asked as he and Slyswift began marking 'x's' around the base of the mountain along with significant landmarks they could recall.

"Not yet, but we're at a good place to start," Leos explained.

"The sooner we got one, the better, that code scrambler won't keep the Pred's out forever," Farsight stated as he looked over the map. "Oh hey, Ah think you forgot an entrance…"

With one talon, Farsight drew a single arrow pointing at the very top of the mountain.

* * *

"Alright, who stole my kill?" Raveblade grumbled.

"Excuse me?" Quickchange asked, looking up from the computer.

It had been quite some time since the Predacon warrior had been released from Medmoth's care. He had headed off on his own to celebrate and come back loudly chewing on something that Quickchange hadn't wished to think about. Fortunately the computer hacking was proving to take a great deal of time and concentration, allowing the anole ample excuse to ignore his prehistoric compatriot.

"I had a perfectly good deer-thing hunted down, I dragged it back here to enjoy in my beast mode…Really enjoying it by the way, never realized eating things could taste so good," Raveblade elaborated, licking his talons on one foot before continuing. "And now I get back here after Medmoth demands a follow for the repairs she did and it's gone."

"Have you tried talking to Starscream? Last I checked he doesn't mind scavenging," Quickchange offered before turning back to the machine.

"Huh…Hey Starscream, I'd like a word with you!" Raveblade called out as he left the room.

Starscream grumbled as he entered the room, having been on his way from the Medlab anyway. Noting the blood on Raveblade's claws the Predacon leader seemed relieved.

"Ah good, did you bring back lunch?" Starscream asked.

"I did till someone took it…And Quickchange is the only one in the room," Raveblade growled.

"I'm a forced vegetarian, remember?" Quickchange grumbled.

"Then that would leave Dinodrone or…" Raveblade grumbled.

At that moment, the doors swished open. Kita slinked into the room in her feline beast made, a rather large bone between her jaws.

"…Oh that's it. Come here, kitty," Raveblade demanded.

Kita hissed and bared her claws, "Get your own, dimwit."

"Oh just go catch something else, and bring me some too," Starscream ordered, stomping out of the room. "And Quickchange…"

"No the code isn't broken yet. It wasn't when you asked me five cycles ago, it wasn't when you asked me the five cycles before that, stop asking." Quickchange snarled. "It will be done when it's done."

Starscream said nothing and just stormed from the room, boredom and frustration clearly eating away at what little patience he had left. Raveblade chuckled a bit as he watched the Archaeopteryx leave.

"You know what? It was fun seeing him get put in his place," Raveblade chuckled. "Guess I'll catch a snack, maybe 'forget' to bring some back…"

With a cheerful grin, the dimetredon headed back out the door.

Deeper inside the base, hidden in Otto's room, Omega was happily gnawing the last bit of meat from a bone. With Quickchange distracted by the computer it hadn't been hard for the hungry wolf to slip out of the Medlab and carry away Raveblade's kill in pieces to a safe hiding spot. With a food stock secured, the wolf was slightly less nervous about remaining in the base.

* * *

**Far away, staring at the situation, the green-eyed Vok turned to his purple-eyed companion.**

"**The situation demands our intervention, lest the balance be destroyed," It declared.**

"**No…Not yet," The purple-eyed Vok responded. "Let us see how they solve matters on their own. It will be-"**

"**Amusing? Fun? Those are not motivations a Vok should adhere to," The green-eyed Vok grumbled.**

"**There shall still be time to intervene if it becomes necessary," Came the purple one's answer.**

"**You leave far too much to chance," Responded the green.**

"**The universe needs to be a little random at times, I am proof of that." Retorted the purple.**

"**And most would think you mad," Green admonished.**

**Perhaps, but the universe needs more of a gentle push than an iron fist," Purple mused. "Give my toys a little time, I promise it shall be rewarding."**

**

* * *

**

"What is with this base?" Medmoth screeched as she stormed into the control room.

Raveblade and Kita, both of whom had been sharing a large bone of some beast they had brought down together (Starscream having made off with the best bits), looked up to the enraged medic.

"I finally got that sorry excuse for a Medlab cleaned up and now someone went and pulled out all the surgical tools again!" Medmoth fumed as she stormed about.

"Can you take the indignation down a few decibals? None have us have left this room since those two came back from hunting," Quickchange snapped.

"He should know, Starscream's had him at that code for almost a whole solar-cycle now," Raveblade confirmed.

"Well that can't be healthy," Medmoth realized, her doctor's instincts kicking in again.

"Direct order, crack the code or go offline trying," Quickchange reported. "Of course I'd figure this out order or not."

"It's a matter of pride for him at this point," Kita whispered.

"This program will not beat me, I don't understand how I haven't broken it already!" Quickchange snarled.

"I see…But back to the matter of my lab." Medmoth redirected.

"That ain't the only weird happening around here. Food goes missing, energon cubes are piling with no one makin' 'em…" Raveblade listed off.

"Speaking of which I could use one of those," Quickchange called out.

"You like rust mixed with engine grease?" Raveblade asked.

"On second thought, I'm not that energy deprived," Quickchange scowled.

"One more thing to add to that list," Starscream declared as he entered the room, bringing all but Quickchange to attention. "Someone seems to insist on coming into my chambers while I'm recharging and waking me up."

"Sounds like there's a few glitches in the systems around here," Kita purred out.

"Nope, I can attest to that since I've been since scanning this hard drive for so long," Quickchange disagreed. "Everything is working perfectly…Especially the security cameras outside, you all might want to see this."

One of the other screens lit up, showing the fading light of the sunset outside. Crawling her way along the ground was Slyswift, pausing fairly frequently in her trek and remaining perfectly still before resuming.

"What the…Why hasn't Dino-drone destroyed her yet?" Starscream wondered.

"Because you ordered him to blast anything that 'moves'," Quickchange pointed out. "And if I'm right, I'm guessing she's holding perfectly still whenever he looks at her. That and her beast mode's natural coloring probably doesn't help."

"Medmoth, get out there and slag her. Now." Starscream hissed out, trying to put a lid on his temper.

"At once, sir," Medmoth nodded, fading away in a blur of blue and purple lights.

* * *

Slyswift remained perfectly still, barely even daring to breathe. The area that Dino-drone was scanning seemed to keep shrinking as he slowly honed in on her motions in his peripheral vision.

A warning from her internal sensors drew the classic, _"Oh slag"_ response to the forefront of her mind as a familiar swirl of colored light appeared.

Medmoth teleported in, her weapon drawn and pointed directly at the coyote. Slyswift dodged away as a shot was fired, which drew Dino-drone's targeting laser to her. Zig-zagging away from the base, Slyswift ran as fast four paws could carry her with the drone and the Predacon medic hot on her heels.

"_I was actually hoping that they'd send one of the fighters after me,"_ Slyswift thought as she ran. _"Good luck, guys!"_

If either Predacon had bothered to look up from their chase, they would have sighted a rather large eagle heading right for the top of the mountain.

"Confirmed, Sly managed to lead Dino-drone and Medmoth away," Farsight reported over his radio. "Ya sure that was a good idea?"

"She's the one who said she was the fastest on land," Leos commented. "Besides, she has a good record for evading Predacons."

"Not so sure that's a good thing," Otto chimed in. "Anyway, I'm a bit more worried about Farsight's planned entry."

"Ah was built to handle hot situations," Farsight commented as he dove toward the opening in the top of the volcanic mountain. "This won't even singe mah feathers! See ya'll on the inside!"

Tucking his wings in close, Farsight picked up speed as he dove through the ash and smoke still emitting from the opening. Farsight carefully measured out the seconds in his head, then spread his wings and pulled out of the dive, soaring toward the entrance to the base. He dipped and rolled as he did so, avoiding the cannon fire from the ARK's defense system, and alighted in front of the door in bot mode.

"Ah'm in," He whispered into his communicator.

The door slid open, revealing Raveblade in full bot mode with his sword drawn.

"Hey there, boredom buster," Grinned the Predacon warrior.

"Huh…Well slag," Farsight grumbled.

Raveblade lunged forward, swinging in a horizontal sweep aimed at Farsight's waist. The security bot's thrusters fired, shooting him off the ground and over the path of the sword, carrying into a flip over Raveblade's head. By the time the Predacon had managed to spin around, Farsight had a good head start down the hall.

"What is with Maximals and avoiding combat?" Raveblade wondered aloud as he charged after his prey.

The two barreled past the door to the medlab and around the corner, just as said door slowly cracked open allowing Otto to peek his head out.

"All clear, Big Cat," Otto reported, opening the door the rest of the way. "Straight to the security room, right?"

"That's the most likely place Starscream will be," Leos nodded as the two set off for the central chambers.

* * *

Kita swished her tail as she made her way toward the exit of the chamber she had entered. Upon Slyswift leading Medmoth and Dino-drone away, Starscream had ordered both Kita and Raveblade to patrol the base and search for possible infiltrators.

Kita had just finished exploring what she judged to be a training area or storage room based on the weapon lockers and various scorch marks on the walls and stalactites. As the door opened to let her out, however, A streak of red and brown flew over her head and hid amongst the stalactites above. Raveblade charged in, battle furor shining in his optics.

"Where'd that Maximal get to?" Raveblade barked looking around.

"If you mean the flier, I think he's hiding up there," Kita snarled, pointing toward the central stalactites that were impossible for either combatant to reach.

"Well how we supposed to get up there?" Raveblade growled.

"Kind o' mah point," Farsight's voice chuckled as the ominous sound of his miniguns warming up echoed about the ceiling. "You Preds ready for some target training?"

"And folks say that I don't fight fair," Raveblade muttered.

Starscream slammed his fist against the table as Raveblade was lured around the corner just as Otto and Leos entered through the medlab.

"Leave it to Raveblade to fall for a decoy," Starscream snarled as he shifted to bot mode and aimed both blasters at the door to the medlab's hall. "Why weren't we aware of those entrances?"

"Because they were in the volcano and it was assume _we_ were the only ones crazy enough to use them," Quickchange explained as he broke off his mental contact with the computer.

"What are you doing? Keep hacking!" Starscream ordered.

"No offense to your combat prowess, but it's two against one if I don't intervene," Quickchange pointed out. "And then it would be two against me, not odds that I favor. Especially since Leos has grown the bearings to actually pull the trigger."

The door swished open, and Otto tumbled into the room taking cover under one of the tables as he did so and avoiding Starscream's opening shots. Leos followed close behind, quickly overturning the table into a makeshift cover as Quickchange's cannon went off, leaving a scorchmark across the steel surface.

"Well, we're already off to a good start," Leos commented.

"Hope Farsight is having this much fun!" Otto grinned as he ducked from his cover to fire on the Predacons.

The lack of sarcasm in the younger bot's voice is what struck Leos.

* * *

"You know, one-sided fights are more fun when they're one-sided in my favor," Raveblade grumbled as he peeked from behind cover. "I thought you Maximals were about honor and fair-play!"

"Says the bot working with a walking death-machine," Farsight snarkily replied, firing a burst of minigun ammo and forcing Raveblade back to his hiding spot.

"This sucks afterburner! I wanna cut something up!" Raveblade growled, tensing his grip on the sword as he glared at Kita. "Can't you, like, ninja-bot up there or something?"

"If he were at the side ones, yes," Kita hissed.

Raveblade's teeth ground together, and his optics focused on the other side of the room where the weapons were stored. The Predacon dashed across the floor, narrowly avoiding another shot from Farsight, and smashed open the weapon locker.

"Hey, Ah just made that lock!" Farsight shouted right before Ravblade pointed a plasma rifle up at him.

"Hope you aren't as attached to your thrusters," Raveblade smirked as he pulled the trigger.

The gun let out a high-pitch whine and began to smoke in Raveblade's hands.

"…Figures…" Raveblade grunted as he hefted the gun away, right before it exploded, filling the room with smoke and peppering the Predacon punk with shrapnel.

The smoke blocking his sensors, Farsight carefully emerged from his hiding spot and moved toward the floor. The sound of footsteps reached his audio-sensors just in time, as he spun around to catch Kita's arm as she attempted to stab him in the back. Twisting around, Farsight shoved the infiltrator toward where Raveblade could now be seen as the smoke and dust cleared.

"And that's why I don't use firearms if I can avoid it…" Raveblade groaned as he got to his feet, wincing as he noticed he was now covered in scratches and his hands seemed the most heavily damaged, the outer layers of armor stripped by the blast revealing bare circuitry and wires.

A tell-tale whir warned both Predacons that Farsight still had a target lock on them both.

"So, how's this go next?" Farsight challenged.

Kita hissed as she pulled Raveblade to his feet, "You win this round, Maximal."

"What? I can still fight!" Raveblade protested.

"I'm not risking Medmoth's ire for your combat addiction," Kita responded, "Even wild beasts know when they're beat."

"Yeah, and I'm not…" Raveblade started to protest again.

A sharp blow to the back of his head rendered the young Predacon senseless. Kita kept one eye on Farsight as she dragged the unconscious Raveblade toward the door…

Then swung out with her free hand, her blade neatly carving through the control mechanism on the doorframe. Before Farsight could react, the door slammed shut and locked, leaving the security officer trapped inside.

"That should keep him busy," Kita smiled as she pulled Raveblade up into an assisted walk and began moving the two of them down the hall. She chuckled as she heard the muffled sounds of Farsight attempting to force the door open, and failing.

* * *

Back in the security room, Quickchange cursed under his breath as another round of suppression fire forced him back to cover before he could fire his own cannon.

"I said forget about the Maximals and finish hacking that program!" Starscream snarled in the face of his computer expert.

"I'm working on it, _sir_," Quickchange responded. "I have a simple program running right now, it should be able to finish what I've started, but only if we keep the Maximals away."

"Oh…Then what are you waiting for? Fire!" Starscream ordered.

Easier said than done for the hacker, Quickchange had his attention split between the battle and his mental link to the spider drone still planted inside the Maximal's computer. On the other side of the room, Otto chanced a look from around his cover, noticing the computer banks behind the Predacon's hiding spot.

"We gotta be more careful, Big Cat, one stray shot and we could fry the base's systems…" Otto reported. "Huh, that seemed like a better idea when it was working for us."

"Wait a minute…" Leos whispered, noticing that one of the screens had a wall of text rolling down it. "Seems we might need to risk it, Otto. Quickchange must still be hacking while we're fighting."

"Any suggestions?" Otto wondered.

"I have an…Idea." Leos confessed, pausing for a moment. "Follow my lead."

In a move that shocked even the rambunctious Otto, Leos dove from behind their cover and fired three shots toward the Predacons. Starscream's blasters fired a split-second after, two shots striking Leos in his exposed shoulder as the Maximal's own fire blazed past the Predacon leader's head. Starscream grinned sadistically as he saw his shots connect, when a rush of heat and a loud explosion caught his attention.

Leos' weapon fire had found its mark: The computer that Quickchange had been hacking. The entire system went up in a fireball, components ricocheting off the ceiling and walls. Quickchange fell to the ground screaming in pain as his mind suddenly filled with the feedback from the spider-drone that had been hidden in the console. Starscream's attention was drawn from his enemies for a moment.

"Freeze, Screamer!" Otto snarled, pressing the barrel of his weapon against Starscream's back.

Starscream growled as he looked over his shoulder at the young Maximal.

"You little…" He snarled.

"Leos, that was awesome!" Otto commented with a laugh.

"Well, desperate times as they say…" Leos grunted, pulling himself up with his good shoulder.

Quickchange lay on the ground, a gibbering mess as his body twitched involuntarily. Leos firmly planted one foot on the lizard's cannon and kicked it aside. Footsteps clanged from down the hall as the door toward the medlab slid open, Farsight and Slyswift barreling in with weapons drawn.

"Hey, what kept you guys?" Otto joked.

"A steel security door," Farsight confessed. "Fortunately Sly here managed to circle back to base and cut me out."

"And I thought the highest settings on these tools were excessive," Slyswift responded.

"Movin' on, seems we got ourselves a pair of Predacon Base Thieves," Farsight commented, letting out a low whistle. "Not too shabby…"

"You shoulda seen Leos, he was like a completely different bot!" Otto chuckled, pressing his weapon against Starscream's back as a warning.

Noticing Leos' injury, Slyswift was by his side in a second with her field kit.

"What the slag did Otto convince you to do?" She asked.

"Believe it or not, I came up with this on my own," Leos winced as Slyswift quickly welded a bleeding fuel line.

"You're right, I don't believe…Wait…" Slyswift suddenly spun around, drawing her blaster on a coalescing figure of blue and purple light. "Incoming!"

With a swirl of colored wings and a spray of laser fire, Medmoth teleported into the room. Otto jumped back, inadvertently releasing Starscream, who quickly dove for cover next to Quickchange. Leos and Farsight both dodged the shots as well, but only Slyswift managed to duck under the blasts and move closer to the attacking Predacon. In a second both she and Medmoth had the each other at gunpoint.

"Nice of you to drop in," Slyswift sarcastically remarked.

"Oh, don't think I came alone dearie," Medmoth taunted, the squeal of tearing metal echoing through the halls.

All four Maximals turned their attention to the doors once more, just as Dino-drone ripped it from its hinges.

"Slyswift, I thought you were leading him over a cliff!" Leos shouted.

"I did!" Was the coyote-femme's reply.

"Great, looks like that just made him mad!" Otto shouted.

"Piece of advice, kids. When the file says indestructible, it pays to believe it!" Farsight responded, suddenly noticing something else. "Wait, where's Medmoth?"

Slyswift spun around just in time to see the Predacon medical officer, placing a hand on her fallen comrades.

"Toodles," She giggled, the trio bursting into colored light.

"Ferget about her, we've got other problems!" Farsight shouted before Slyswift could comment.

Dino-drone's targeting laser was up, and it was quickly advancing on the four Maximals. His blades clanked ominously as he drew them up to prepare to make spare parts from his enemies.

"Maximals, open fire!" Leos ordered, his weapon trained on the advancing drone.

No one needed to be told twice. All four defenders began firing at Dino-drone with full power. The drone actually slowed, and even stopped as the barrage of laser fire began to overwhelm its sensors. Still, Dino-drone stood against the hail of gunfire, not going down or even showing any signs of major damage.

"We can't keep this up forever! My blaster's already overheating!" Slyswift shouted over the noise.

Otto spotted something green just on the edge of his peripheral vision. The otter-mech smiled as he holstered his own gun.

"I've got an idea!" He shouted to the others, diving for the object.

"Go fer it! Not like things can get much worse!" Farsight responded, before seeing just what Otto had picked up.

"Well, that's what you get for tempting fate," Leos commented as Otto charged up the tail cannon that Quickchange had left behind.

"Suck plasma, Pred-head!" Otto shouted, his three comrades desperately throwing themselves out of the way as the tip of the cannon flashed once, then fired.

Dino-drone's entire field of vision was consumed by an orb of green energy that sent it hurtling backwards through the compound. The Maximals watched in awe as the blast carried their opponent clear back to the entrance before fizzling out and leaving a very scuffed and charred drone glowering at them from the damaged front gate.

"Yeesh, Quickchange doesn't know his own strength," Otto commented looking at his new weapon in admiration before a concerned look came over him. "Uh oh…"

The cannon had begun to beep and flash, smoke pouring from it as it grew hotter in Otto's hands. The Maximal hurriedly threw it right at Dino-drone and joined his friends in taking cover right before the entire contraption exploded into a rather impressive fireball that sent the drone hurtling out the door and into the sky!

The four Maximals gathered at the entrance to their base, scanning the area for any sign of the Predacons and seeing none. The silence lasted only a moment before Otto let out a 'whoop' of celebration and jumped in the air.

"Did you see that! We totally slagged 'em!" Otto cheered, before noticing that the others didn't seem to share his joy.

"I wouldn't celebrate too soon, Otto. Dino-drone is too tough for that to have destroyed it," Leos warned the younger Maximal. "No doubt he and the other Predacons will be back before too long."

"Meanwhile, we got plenty o' clean up to take care of," Farsight noted, checking over the damaged doors. "Least fer now though, we're back where we belong."

* * *

"So, will he recover anytime soon?" Starscream growled as Medmoth finished scanning over Quickchange.

"His system seems to be rebooting now, should only be a few more cycles," Medmoth reported, fluttering her wings and looking to Starscream. "Even so, he's not in much condition to fight anymore today."

"He won't have to. By now Dino-drone will have torn those Maximals to pieces and we'll just need to waltz in and…What's that noise?" Starscream paused mid-rant as a strange whistling could be heard from above…

_**CRRRRAAAAASSSH!**_

Medmoth gasped in horror as Dino-drone pulled itself from the crater that it had made where Starscream had stood just a moment ago. Gathering her wits, the medical officer peeked into the hole, and carefully extracted her now-unconcious leader. Quickchange groaned behind her, his optics sparking back to life as he struggled to get up.

"Oohhh…What hit me?" He wondered.

"Thankfully, not Dino-drone," Medmoth answered, letting out a heavy sigh as she assisted Quickchange. "Seems our take over failed."

"Wish that surprised me," Quickchange grunted out as he nodded to Dino-drone. "Guess he'd better carry Starscream back for repairs, huh?"

Dino-drone growled a bit, but slung Starscream over one shoulder and began to stomp back toward the Predacon base. Medmoth let out a heavy sigh as she helped Quickchange along, the anole's balance thrown off due to his missing tail. As she did, her communicator beeped, drawing her attention to the incoming call.

"**Kita here, Raveblade and I made it back to base,"** The feline Predacon's voice reported. **"He's in the CR chamber for repairs right now."**

"I didn't finish testing the repairs on that yet!" Medmoth realized, suddenly finding herself worried.

"**Really? Seems like it works just fine, he's almost as good as new,"**Kita stated. **"Between this and that field work you did on him earlier, that's twice he owes you."**

Medmoth chewed over those words a bit, and actually smiled to herself.

"_Not quite the way I imagined but…I am saving Predacon lives, aren't I?"_ She realized.

"Can you prepare the medical tables then? I've got two more patients incoming," Medmoth reported, picking up her pace a bit in her excitement.

* * *

Otto slid as quietly as he could into the medical lab, hoping not to surprise Slyswift unnecessarily. Much to his surprise though, Slyswift wasn't napping, nor was she calmly puzzling over the spare CR tanks. Rather, the femme was frantically pulling open drawers and shelves, rattling around the contents of each as though frantically searching for something.

"Uh…You need a cervo there, puppy doc?" Otto wondered.

"No, what I need is my sonic screwdriver! I don't know what the Predacons did, but I can't find anything in here!" Slyswift frantically answered.

Otto noted one drawer next to him that hadn't been opened and thought for a moment before opening it up and finding the missing tool. Letting out a low whistle, he waved it at Slyswift as she turned around.

"How did you…" Slyswift wondered.

"It's, uh, it's where a normal mech woulda put it," Otto pointed out, earning him a glare from the field medic. "That aside I was hoping for some help with something."

"Sure, what do you need?" Slyswift asked, seeming much calmer now that her tool had been located.

Otto quickly shifted from bot to beast mode, and gestured at his still-green fur with a sour look on his face. Slyswift rubbed her chin for a moment, glad that her facial straps hid her smirk from the otter.

"Right, I forgot about that…" She admitted, looking around the room. "Hmmm…Where would they have put the paint thinner?"

"You sure that's safe?" Otto asked.

"Anything's worth a try once," Slyswift commented as she pulled open a drawer to look.

Otto thought for a moment, then shrugged as he joined in the search. Hidden behind the CR chamber, Omega was curled up and clamly wagging his tail, comforted by the restoration of the status quo.

Outside the base, Farsight and Leos were taking turns with the arc-welder as they repaired the damage to the main doors. Leos was on look out duty as Farsight took care of cementing a patch over the freshly torn holes.

"We got lucky this time, Farsight, but if…No _when_ Dino-drone attacks again…" Leos thought aloud.

"I hear ya, Leos. No doubt that Starscream is already itchin' fer round two." Farsight agreed. "And with Dino-drone, he's got the firepower to make it a doozy. Best see if we can't git some more defenses shored 'round here."

"What would be best is if we could find another soldier to even the odds again," Leos sighed. "If only to keep them out of the Predacon's claws. Mark my words, this will probably gets much worse before it gets better."


End file.
